At that moment
by Just another fan for life
Summary: Gwen is  having some serious trouble with her powers. Kev's not the only one. Can Gwen stay on earth? Can ben and kevin save her? read please. 1st fanfic
1. Chapter 1

**Hey guys here is my pathetic first attempt at a fanfic. Summary Kevins not the only one with power troubles. i will touch on aspects the show never does. Will Gwen be able to overcome all that has happened and the problems arising with her powers? Will Kevin and Ben be able to help her and how long can she keep them in the dark. Will Gwen have to leave earth for Anodyne and never return? don't like? don't read. Just something I'm trying to get started. Serious now and will get funnier and more romantic in later chapters.**

**-me**

**Disclaimer: me no own ben 10 in any way shape or form. **

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><p><strong>PROLOUGE<strong>

**Gwen's POV**

"Gwen!"…

"GWEN!"…

"please…"

I was drifting… I didn't know where or to what exactly, all I knew is that I was drifting. It was dark and it was cold. I welcomed the dark and the cold. It was strangely comforting. Maybe that's where I belonged. Nowhere, in nothing, where nothing could hurt me. Pain… just like that, at that moment something in me decided to never go back. I was done feeling pain. All of a sudden there was a bright light. Magenta, oddly familiar. If felt, it felt… powerful. The closer I got to it the more powerful, no indestructible I felt. I would never let it go, ever. Something though told me to stop. That if I embraced the power I could never go back. Who cares? I thought. So what? All that power… was mana. And it all hit me at once.

Clarity Returned, Clarity? HURTS.

My memories, my pain, I remembered everything. Including where I was and what I was doing. The hybreed were attacking, we were losing and I? I was an Anodite. All that power? It was my true Anodite form. Not to mention, I was dangerously close to it, the point of no return. That one question pops up again. Who cares? Smaller this time, more in the back of my mind but still there. The fight would stop, the pain would stop. With one choice it could, no, it _would_ all stop. Then I heard it. His voice. The one voice that will always be worth it, that will always bring me back from the edge. Kevin. He was telling me to come back to him. That he couldn't lose me. I argued momentarily before I gave in. As I left my Anodite form to return to Kevin and Ben so I could help save the Universe I thought I heard it say one word, "Selfish." Whether it was talking about me or Kevin I couldn't tell. I wasn't even sure I heard anything at all so I paid it no attention.

BIG MISTAKE.

I returned to normal and we defeated the hybreed in time everything else went back to normal too. So there it was, the first time showing my Anodite form. I was barely able to come back. Little did I know that would be the easiest fight for control that I would ever have with my powers.

Everything would just get soo much harder.

CHAPTER 1

Gwen's house

Narrator's POV

_I was surrounded. Nowhere to go, no place to hide. It was now or never. Make your choice Gwen. Make a move. _

So she did.

Her eyes closed momentarily and when they reopened they were glowing a bright magenta. So were her hands. She felt the familiar surge of energy that always accompanied her powers. Momentarily she felt that the surge was stronger than usual, and then it was gone.

And Gwen had done it.

She had finally finished the burdening task, the hardest part, the first move, the beginning. She had picked which spellbook she wanted to read for the 300th time. (What did you expect? An epic battle? Sorry not yet guys!) She had picked one of the hundreds of looming books surrounding her. The Archamadian Book Of Spells. She always had to keep learning spells. Her powers were getting stronger but it was never good enough for her. She needed more. She hated feeling useless in a fight. Then, not for the first time, the thought hit her, like it had been a lot lately. _I could be indestructible. I could end the useless feeling._ She pushed it away as she usually did. It didn't go away as easily as usual. It wouldn't stay out of her mind. So she put the book down and decided to meditate. The thought of the second time she became an Anodite popped into her mind. It made her blood boil to think someone would ever want to, or even think about, hurting her friends/family. _Those innocent lives. Kevin, Ben, and I brought this upon ourselves. They didn't chose this life, we did._ Her family didn't deserve the pain or the threat. She thought of how afraid Zombozo had been. All her enemies would be afraid like that. To afraid to even put up a fight. The power was there and Kevin hadn't been there to hold her back. _What did bring me back?_ Gwen thought. Then she remembered. It had been the look on Aunt Sandra's face. She was purely terrified of Gwen. She had realized then that her Anodite self could scare her enemies, but terrify her family. When Gwen saw her face she completely let go of the power and let her humanity consume her. Gwen felt every time she transformed her humanity would weaken. Little did she know, not only would her humanity weaken, but her inner-Anodite would get stronger as well.

Finally, Gwen let her mind slip and turn blank. All thoughts left and she finally found peace within herself. Then…

"Knock Knock!"

And there goes her peace.

"Gwen! You've been up here for hours. Come out and hang with us!" said Ben, her obnoxious but good-hearted cousin. _His hearts in the right place, his hearts in the right place_, Gwen repeated this thought in her head to keep herself from screaming at her beloved cousin.

"No," Gwen replied as calmly as she could manage. "I'm busy."

The door opened. _Of course_, Gwen mentally complained, _just barge in._

"Ben…," she said warning and annoyance clear in her voice.

"I didn't do it!" Ben whines.

"What?" Gwen opened her eyes, all hope of meditation shattered. "Kevin, what are you doing in here?" Gwen asked, her voice softening.

"You need a break and I am going to make sure you get one." Kevin then picks Gwen up and carries her out of her room.

"Kevin," Gwen screamed, "Put me DOWN! NOW!"

"Fine," Kevin said not trying to keep the hurt out of his voice.

"I'm sorry Kevin…"

"Save it Gwen. I get it. Whatever," Kevin interrupted.

"STOP," Gwen said, getting mad, "You don't get to walk away in a huff every time you get mad or I lose my temper!" which had been a lot lately, Gwen admitted to herself, "I know I haven't been spending a lot of time with you guys recently and I truly am sorry…" which was more true than Gwen had realized. She did miss the guys, but her powers were more important than hang out sessions at Mr. Smoothie at the moment, "Look, I really am sorry. It's just my powers are really important to me right now and I'm making some breakthroughs. I've gotta keep going."

"Yeah. Kev we should leave. Let her get back to work." Ben said in an uncharacteristically considerate way. He also tried to keep the sadness out of his voice for her but she saw right through him. Gwen's known him long enough not to be fooled that easily.

Both boys were hurt. Gwen could see that, she wasn't stupid. Part of her wanted to make it up to them and part of her NEEDED to keep training.

"Mr. Smoothie?" Gwen forced out the words, "I'm buying."

The boys perked up considerabely at her offer and accepted without hesitation. They were still curious though, concerning her weird behavior lately. _Why does she keep shutting me out?_ Kevin thought. Ben's thoughts? _She is acting really weird. I did get a free smoothie out of it though so I won't question her just yet. Especially if there's another free smoothie in my future! YAY SMOOHTIES!_

at mr. Smoothie

It was a bright sunny day in Bellwood. Gwen nearly had forgotten what natural lighting looked like since she had cooped herself up in her room with her florescent lamp. She had only come out for missions and those usually took place at night. So, Gwen sat and watched as Ben went to go get another one of his signature, bizarre, smoothies.

"You coming?" Kevin asked.

"I'll stay here. Can you get me a strawberry?" Gwen replied.

"Yeah, ok, sure," Kevin said, his voice holding nonchalance while his eyes told a different story. Some people say the eyes are a window to the soul. Gwen thought that no sentence was truer when it came to Kevin Levin. _He hides behind his tough guy act but his eyes give him away every time. God, I love those eyes. I know I've been ignoring him lately and in the process hurting him. I've got to try harder to see him more often. I really do love him_.

"Kevin," Gwen said.

"Yeah, Gwen," Kevin sullenly replied.

"Thank you," Gwen said. Kevin smiled. He knew that Gwen wasn't talking about the smoothie he was going to get her. She was thanking him for every thing. Just for being around. _She cares_, he thought, _my girl really cares. I've got to ease up. She's going through something right now. She cares and that's enough for me._ So he goes to get his girl her smoothie.

There are my boys, Gwen thought to herself. Ben was getting a fudge and wheatgrass smoothie (ewwwww Beeen! GROSS!) and Kevin was making fun of him for it. Gwen couldn't help but think of how much work and training she could be doing. _Don't get me wrong, I love hanging out with those two idiots and really, truly enjoy myself, she ponders, but…_

"Hey here's your smoothie," Kevin goes to give Gwen her smoothie when he notices she's got a concentrated look on her face. "What are you thinking about?" he inquires.

"Nothing important," she says, which is kinda true. Gwen hates lying to Kevin but something's are better left unsaid.

"Come on," Kevin pressed, "I thought we agreed, no secrets. Remember?" He was truly worried about his girlfriend. _If I could get her to just tell me one thing today, well I would feel accomplished. She always asks so many questions to me about my life but I don't do the same to her. If I could just figure her out sometimes, see what's going on in her beautiful head. She always seems to be worrying about something. I want to help I just don't know how._

"I was just thinking about my research," _not a lie_, she comforts herself, "and I know this is supposed to be a break but I just can't help it," _not a lie_, "but I'm fine Kev, really no reason to worry." _LIE. Big fat lie, I am consumed in my work and he should worry. I did it, I lied once again to the guy I totally love. But he fell for it._ _Kevin shrugged and sipped his smoothie utterly content right next to me._ When he was done Kevin got up to throw away his smoothie and started bugging Ben.

Another thought entered Gwen's already guilty mind. This thought though, brought with it a boatload of guilt. She thought about all she hasn't told Kevin and Ben. Why she spends so much time practicing, about the other Anodite transformation, traveling back in time, the weird stuff that's been happening lately, oh and then there's him…

Gwen pulled away more and more these days. Maybe she should find a place of her own? If she left her badge behind they couldn't track her. She would come back for missions of course but that would be it. She could transport now without passing out so they couldn't follow her back. _No_, she thought, _wow Gwen you're such an idiot sometimes. They'd find you and besides you should go home. You already have one of those, remember._ That's when Gwen heard it, faint but there, "home, Anodyne" and as soon as it came it was gone. Even if the mysterious voice had said anything else Gwen wouldn't have heard it, because at that moment…

A smoothie was spilled…

Punching ensued…

And Gwen was there to break it all up…

Again.

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><p><strong>Review! Will she ever tell the guys what's going on? What exactly is going on? Who is the mysterious Him Gwen mentioned? Tell me if i should keep going. Turned out lamer than i expected it to, sorry!<strong>


	2. Chapter 2

**Hey, guys! Got this up sooner than I thought I would! This Chapter is pretty dramatic! Hope you love it! Big shout out to my first reviewer Katara 1439! Let me know how this turned out. i thinks it's better than chapter 1 sooo...**

**Disclaimer: I don't own Ben 10 or Harry Potter. sadness.**

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><p><span>anodyne<span>

narrator's pov

"She is to young," said Verdona, to her council.

"But, Verdona, she is a threat. Her power is too strong for her human body to contain at this point. We don't need another run in with the plumbers. You remember what happened to the first half Anodite half human we left alone. Because I do, that just turned out sooo well!" said an older member of the council, Violet.

"She's right Verdona. You know it pains me to say it but I agree with Violet on this subject. I respect your decisions completely and understand why your making this choice, not to mention how hard it is but as your council members, this is what we see fit," added Diana, a younger member of the of the council, "I am surprised you would not want someone of you own bloodline to be with you. If not for any other reason but to gloat about how much progress she's made so quickly." Diana said jokingly, "No matter what she wants."

"She's always had a soft side for humans, haven't you Verdona? Never are afraid to show favoritism, huh?" Violet complained. Verdona felt she was always complaining.

"Ladies, Ladies, calm down, we're all energy beings here." Verdona addressed her councilwomen, "My final decision has been made…"

"Well that's to bad. This concerns all of the council. You must reiterate your plan for us and we shall decide if it will go into action. If your final decision is to let the girl alone, well no one will even consider it." Violet argued.

"My word, " Verdona said, completely unruffled, " is that myself and a select few of council members will go to Earth and confront my granddaughter. We will explain to her exactly what is going on. I always hoped this time would come so she would not put up a fight to leave. Now as Violet crudely put it I have developed a soft spot for her," _because I have been in her shoes_, Verdona thought, and her heart flipped once more over the man she left behind, Max, "but I agree she needs to make a choice to avoid catastrophe, a difficult life altering choice. Also I wish the council grant the 2 brightest pupils, Annie and Marc, a leave. They will stay with Gwen for a short period of time to support her as best they can being of such a youthful age. That is my wish to the council. I now put my idea under the consideration of the council…

Have at it."

So the council members voted. The vote came out to be 19 supportive, 1 not.

"I'm sorry Violet, but my granddaughter is to important to me." Verdona apologized.

"Watch yourself Verdona, you won't always be so high and mighty." Threatened Violet.

So, the council having agreed, the Anodites made work of preparing to leave. Verdona returned to her chambers for the rest of the night. _She'll come around_, Verdona thought, _whether she wants to or not_ she realized and found she was truly sorry about that. She was thinking so seriously it hurt. _It's because I watch Gwen so much nowadays. She puts everybody before herself. Not once does she consider that she's a teenager and deserves to have a little fun. She will be an Anodite, like I've always wanted. But that's not what Gwen wants._

_Who cares?_

_I do!,_ Verdona argued with herself.

"Verdona, I'm sorry to interrupt but which of the council will make this journey with you?" Diana questioned.

"Oh, of course, how silly of me to forget," Verdona always got a smile when Diana came by, "I wish for you, Isabella, and Lisa to accompany me. How does that sound?"

"Oh! It sounds fantastic!" Diana loved to travel to different worlds so she could discover the culture and lifestyles, "Thank you Verdona!" she nearly squealed with excitement.

"Of course Diana," Verdona giggled, "Please alert the others and tell them we will be departing in 1 earth days time."

"Yes my Queen." (Oooh twist) "Goodnight, Verdona."

"Goodnight." As Diana left, Verdona looked out her bedroom window and, using her powers focused in on a very tiny planet, Earth. She found Gwen where she has been for the past few days cooped up in her room. Poor unexpecting Gwen was going to get a BIG surprise.

On Earth: Gwen's house

narrator's pov

It was a rainy day in Bellwood. The guys noticed Gwen didn't go to school that day so they came to her house to talk to her.

"Gwen stayed home from school today because she wasn't feeling well. Sorry guys she doesn't want any visitors…" Gwen's dad, Frank, said to Kevin and Ben, "Boys I'm really worried about her."

"We can tell Uncle Frank, you look like your really worried. Well so are me and Kevin. We just don't know exactly what to do. When it comes to Gwen, if she has made up her mind on something, well there's no changing it. Whatever she's doing or going through, she's decided to do it alone." Ben replied honestly. He knew Gwen, she would never bother somebody else with something she considered her fight. _Whatever it is, it has to be HUGE. Gwen would never ruin her perfect attendance record for anything else._ "Besides we know we can all trust Gwen. She is the most honest person I know."

"Maybe you can talk to her Kevin," Natalie, Gwen's mom, piped up for the first time in the conversation.

"She won't listen to me, not anymore," Kevin replied, he was worried sick and wish Gwen could she all the pain she was putting everyone through.

"We're desperate, Kevin. Please, just try," Frank, begged.

"Sure. I'll talk to her," Kevin assured. With that Kevin got up from the kitchen table and went upstairs to Gwen's room, in what he thought was a useless effort to get Gwen to talk. _I never she her anymore except for on missions, we barely ever talk, it's like we're not even friends, let alone a couple. I miss her. Why is she doing this?_

Kevin knocked on the door. Nothing. He knocked again.

"Go away, Mom," Gwen snapped, "For the last time, I don't want to talk."

"It's Kevin. Let me in."

"No I'm sick and can't talk right now," Gwen said in a rushed tone.

"I'm coming in Gwen. Whether you want me to or not." Kevin warned. He tried to open the door. Locked. He absorbed the door handle and opened the door, "I'm sorry Gwen but…"

There was something behind that door that made Kevin practically explode.

"Darkstar…" Kevin said with a growl.

"Kevin. Before you get hysterical…" Darkstar calmly started to explain. He never finished as an armor clad Kevin rammed into him and started punching the living daylights out of him. Darkstar shot dark magic back at him and Kevin was flung back against the wall.

"HOW DARE YOU INTERRUPT MY MEAL!" Darkstar howled and stopped feeding off Gwen. He started feeding off of Kevin and Kevin started screaming in agony. Gwen couldn't take it.

"Aevum Derigesco!" and time obeyed. The spell was a new one Gwen had recently learned to stop time. The spell took a lot of mana and after being drained by Michael she wasn't feeling so hot. She wrapped each one of the boys in a mana hold and put them on opposite sides of the room. She let go of the spell.

"Stop," Gwen said, "No fighting."

"How… How did you do that?" Kevin was confused out of his mind.

"She used a spell dimwit," Darkstar rudely explained.

"Gwen?" Kevin asked his voice small.

"Yes Kevin I used a spell. I froze time and made you two stop fighting," Gwen began, "I am so tired I feel as though I am going to pass out. I'm going to put you both down but if you so much as raise your voices at each other one more time then I will kill you without hesitation."

"Yes, lovely Gwen," Darkstar agreed.

"Fine," Kevin said gruffly.

"Good," Gwen replied, relieved to let go of the spell. She went to sit down on her bed. _Kevin's gonna kill me! Well at least one secret is out of the way._ Here we go, "Now I invited Darkstar here Kevin."

"What! So you won't let the rest of your family, who, might I add are worried out of their God given minds about you, especially me and Ben, but you'll let this freak suck you dry of your powers. Do you know Ben has been defending you? Do I have to remind you this jerk was sucking you dry when I got in here! But hey, if that's what you want! Ben! Of all people, believed in you! Why didn't you tell me? Why Gwen…" Kevin's scattered rant began to slow and his angered just turned to hurt. _She doesn't trust me. She probably doesn't even care about me. Wow, I'm such an idiot. How could I not see this coming? All my life has taught me never to trust anybody, no matter what! What did I do? I trust the first girl who tells me she loves me! I thought she did. I thought she was special. There is no such thing Kevin, you idiot and you know that. You let yourself get attached and what you knew would happen did. She betrayed you._

"Kevin listen," Gwen said, _man I really hurt him this time. He probably thinks I'm like every other person he's trusted. A liar_. At that moment Gwen realized she was like everybody else in Kevin's life. She hurt him, she lied to him, and she betrayed him. _How am I any different from the others?_ She asked herself. _I love him. Great way of showing it, Gwen_. She had to make it up to him. No more secrets, "I made deal with Michael back when you were mutated. I promised him a years worth of mana if he helped me…"

"That was one year and THREE months ago, _Gwendolyn_. Don't try and play games with me." Kevin seethed.

Gwen never knew how much her full name could hurt her. "Hold on, let me finish. My powers were getting stronger, a lot stronger. So much so, that I started losing control. At first it was just little things like when I wanted some orange juice it would appear or when I wished my homework was done it was. I thought all my practicing was paying of. I hate feeling useless in a fight and I wanted to be stronger. I thought I was finally going to be as strong as I wanted, that I didn't need to practice so hard any more. Then one day at school someone was making fun of Emily, because she's in a wheelchair. I wished that he would apologize and then be chased by a bunch of snakes out of the school. I had just watched Harry Potter," Gwen nervously laughed and continued, "Well next thing I knew he was saying how sorry he was and was being chased by a ton of snakes. I never affect free will and didn't mean to make him be chased my snakes. The next day I saw someone being robbed. I threw mana at him like I normally would except this time it was so strong it threw him down two blocks. When he came back he took off an I.D. mask and revealed himself to be an alien and knocked me down. I was so mad that right there on the street before I even knew what happened I became an Anodite and made him disappear. I was so shocked I just sat there and eventually turned back into a human. I finally had an idea about what was going on. I thought I had too much power and my human body was losing control. I didn't want you or Ben to worry so I took care of it myself. I thought that if I wanted to lose power the obvious choice was Michael. So I talked to him and he agreed to take just enough power once a week so that I didn't lose control."

"I have to admit I was surprised at the offer but it was a win-win situation so how could I refuse," Darkstar added.

"Ever since then I've stayed away from anything that could cause me stress and practiced control spells." Gwen finally finished her speach and waited for Kevin's reply.

"Well, having had my fill for the day I will depart and let you love birds work things out for yourselves," Darkstar left. The room was dead quiet with so much tension in the air you could taste it.

"Ben you can come in now," Gwen said.

"Wow that was intense," Ben came in and plopped down on Gwen's bed. "How did you do that? When I was down stairs I couldn't hear anything but when I put my ear to the door I heard everything."

"I put a soundproofing spell on my room," Gwen explained absentmindedly. She was to worried about Kevin; he had yet to say anything. _Please understand_, Gwen silently begged, "Kevin please say something."

Kevin sat there just staring ahead of him, face utterly blank. He got up looked from the wall to Gwen and…

He left.

So Gwen let him go.

As she watched his retreating figure she started to cry.

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><p><strong>Please please please review! reviews make me feel warm and fuzzy inside! Next chapter will be up probably around next weekend. <strong>

**-me!**


	3. Chapter 3

**Hey, sorry this chapters so short but I just needed to get something up and I felt this was kinda needed. What happened to Kevin after the argument, his thought, what he's doing, stuff like that. On a personal note, I go to School as a Freshman at Romeo High and at our pep assembly on Wed. of last week... KID ROCK CAME TO MY SCHOOL! he did, no joke look it up! kid rock is my idol and i was excited! anyway i won't be able to update for awhile but when i do it will be a really long chapter to make up for this one! Again sorry! Anywho on to the story.**

**Disclaimer: I don't own Ben 10 no matter how much i wish i did.**

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><p><span>Wherever he is<span>

kevin's pov

I was running. I didn't know where, how far, or how fast. I didn't even know why. Yes I did. If I drove I would crash. If I walked I would punch something. If I stopped and thought things through… I just can't. Nothing makes sense. Gwen lying, with Darkstar! The problems… w-with her powers. It makes me insane to think she wouldn't talk to me about that! Me of all people, who knows about losing control better than anyone should! Stop thinking, it hurts too much. It doesn't make sense and never will. Her face was so broken… that look dying for me to understand. I wish I could but I can't. She'd rather hurt herself with him than talk to me. Should I forgive her, should I go back? I can't, not yet. I'll say something I'll regret. She needs me though. If she needed you she would've talked to you. No. No more thinking, just running. At that moment I snapped. So I ran, just on pure instinct, refusing to think as long as I could.

narrator's pov

So he ran. Gwen, sitting in her room, filled with regret, could do nothing but watch his retreating figure from the window. All she could do was cry, that and hope he would come back. It had been 2 days since he left. She wouldn't force him though. She had crossed the line and she knew it so she had to let him go. If he ever forgave her she would be overjoyed but not yet.

Tears visibly streaming behind him, Kevin did nothing but run. He never once looked back. Never once turned around.

He ran and he didn't come back.

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><p><strong>Sooo... did you guys think that was as needed as i did? Maybe a bit overdramatic? Yes or No? Please Review!<strong>

**P.S. (spoiler alert!) **

**Grandma Verdona in the next chapter!**


	4. Chapter 4

**Hey guys i'm back! sorry i took me so long but this was a long chapter and i think the best one so far.**

**Disclaimer: I only wish i owned something. But reluctantly i own nothing!**

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><p><span>At the lake<span>

Narrator's POV

"Gwen…" Ben said hesitantly.

"Please Ben," Gwen sighed, "Not today. No more of your corny jokes to try and make me feel better or any of your crazy smoothie concoctions. Just let me be."

"Sorry, I can't. Figures you'd come to Grandpa and Grandma's spot when your having a fight with Kevin," Ben chuckled a little awkwardly. _Man she's really hurting. _

"Not a fight Ben, the fight," Gwen huffed. _He just doesn't get it_, "It's over between us. He's been gone for 3 days!"

"So! He runs off all the time! Don't be so overdramatic Gwen! Why is this time any different?" Ben was getting frustrated.

"This time, he's not coming back," Gwen said as one lone tear slid down her cheek.

"How do you know!" Ben snapped. _I'm tired of their games. Why can't they just talk to each other like normal couples? Yeah, I get it; they're not a normal couple. But still, Julie and me aren't a normal couple and we talk things out! I give up on trying to figure them out._

Gwen remained calm and undisturbed by Ben's outburst. She knew this was confusing to him. _Heck, it's too confusing for me to figure out and I'm in the relationship! _"I know, because I crossed the line. I became like everyone else in his life. Someone else, on a long list of people, who betrayed him, who earned his trust and betrayed him. We were closer than that and I ruined it. He can never trust me again and it's all my fault."

"Gwen," Ben softened with realization, "You're not like all the others." Something else dawned on him, "Why didn't you go after him?"

"Because this time…" Gwen mumbled, "I'm the reason he left. I hurt him and it's his choice whether he wants to come back. I won't force him to forgive me, because in the end… it never works."

Wherever he is

Narrator's Pov

Finally he came to a stop.

All the anger was gone. All the adrenaline was gone.

He was all out.

At that moment he realized how true that statement was. He was out. He had found his out and could give up. In the next moment? He realized how stupid that was. He was all IN. He could never be all out. He'd never give up and never stop trying. _I love her and I'll never stop, _Kevin thought,_ Maybe I should…_

"Whaaaaaaaa…"

"Honey, please be quiet,"

"NO! Whaaaaaa…"

"Please honey! What can mommy do?"

"Nothing! WHAAAAA…"

"Here honey. How about this teddy bear?"

"WHAAaa… awww! He's soo cute. Thanks mommy!"

The two strangers finally noticed Kevin, the silent spectator who was staring and unknown to him had a single tear streaming down his face.

"Hey Mr.?" Said the little girl.

"Yeah, kid?" Kevin said in a sad voice.

"You need this more than I do," said the stranger and handed the beat up teddy bear to a forlorn Kevin.

"I don't deserve this…" Kevin replied, astounded. After all the girl went through to get the teddy she was ready to give it up with just one look at him.

"Everyone deserves a second chance," the little cutie said, "even you." Her wide blue eyes were trusting, loving. She patted his hand returned to her confused mother and walked away, leaving her teddy bear with him. He stared down into the lifeless black eyes and realized that he had never felt so stupid.

Kevin was alone…

Feeling like an idiot…

Then it started to snow. As the white drops started to fall around him, a lone Kevin stood. A teddy bear in one hand and a mind completely made up.

At the ocean

Narrator's POV

Gwen was there at the ocean. The salt air was filling her entire being. She focused on the feel of her feet in the sand with the water going in and out with tide. She was so focused on not thinking she didn't hear the sound of footsteps behind her. It was a weary Kevin Levin. (shocker!)

"Gwen…" Kevin startled Gwen and she jumped, he chuckled, "Where's you head at? I can never sneak up on you."

"Kevin," Gwen breathed, "I… I just… I didn't think you were ever coming back because of what I did," Gwen finished in a rush biting back tears.

Kevin hated seeing Gwen so upset. "You made a mistake Gwen. It happens to the best of us. Everybody, especially you, deserves a second chance. I was a jerk for running off. I've made more than my fair share of mistakes and you've never run off or run out of second chances." Kevin finished.

"I'm so sorry Kevin," Gwen said and flung herself into his arms. How she missed being in those arms.

"You have nothing to apologize for," Kevin started, "But promise me something, okay?"

"Anything," Gwen promised, and meant it.

"_Anything?_ Then I'd like to change what I'm asking for," Kevin laughed and wiggled his eyebrows in mock seduction. Gwen giggled. _God, I've missed her. I've missed making her laugh, and making her pissed. She's hot when she's pissed._

"Well maybe not _anything_," Gwen retorted, also wiggling her brows, "but pretty darn close," she finished in all sincerity.

That took Kevin by surprise but he smiled and continued anyway, "No more secrets, ok?"

Gwen hesitated… what was she supposed to do? She had to tell him. He's right, no more secrets. I'll tell him… just, not now. She sighed, "Okay, but I have more things to tell you. Just not now alright? Later?"

Again she caught Kevin off guard. The surprise and smidge of hurt left his features just as soon as they came, but that did not go unseen by Gwen.

"No problem Gwen," Kevin relaxed, _What did I expect, that she would have no life outside of me? No you just didn't expect her to lie to you about it_, he said to himself, "We'll talk later," What was a few secrets compared to the love of his life? Nothing. _She's totally worth it and must have a good reason for not telling me. She's Gwen, I can trust her_. So he voiced that thought.

"I trust you, Gwen" He looked deep into her emerald eyes hoping that he could convey how true a message that was with his obsidian orbs. She seemed to get the message because at that moment one single liquid crystal escaped from her beautiful emeralds and she launched herself at him and kissed him with all the sorrow, happiness, and passion that she could muster. _Thank you_ she thought as her hands trailed down his chest and his hands slid over her curves. As they both contemplated how much they missed each other all thoughts dissolved in the heat of the moment. Her blood boiled in her very veins, loving every touch and feeling. Lava flowing through him Kevin moaned as Gwen left a burning trail of kisses down his neck. They both felt like the happiest people in the entire universe, which they might have just been. Now lying in the sand Gwen and Kevin continued to kiss until there lips were sore. Just when Gwen thought she was ready for more…

"Kiddo!" Grandma Verdona said in a cheery voice.

The heat was gone…

The passion was gone…

And the two teens reluctantly separated.

"Sorry to interrupt Gwen, but I have some important news to share with you, I'm glad to see your making an effort to have more fun every once and a while, though! Kinda!" Gwen's Grandma said.

Gwen, finally realizing whom exactly had broken up her and Kevin's romantic scene, started to panic. _Verdona only shows up with bad news_, Gwen thought, the fear rising. Kevin looked at her noticing her distress, with a questioning look on his face. Then Kevin came to the same realization as Gwen had a few seconds ago and instantly put up a protective arm around Gwen, as his entire body tensed up.

"Oh really Curtis…" Verdona starts.

"Kevin," he interrupts.

"Right whatever, I'm not hear to take Gwen against her will. Calm down," Verdona continued.

"Why are you here?" Gwen questioned, to exhausted to fight with Verdona or Kevin.

Noticing Kevin's arm still protectively encasing Gwen, Verdona said, "I suggest a change of venue? Gwen's lovely home maybe?" And with a snap of her fingers they were gone.

Back at Gwen's

Narrator's Pov

With a bright magenta flash they were all in Gwen's living room, including Ben and Julie.

CRASH… with that a vase was shattered. Only to be fixed momentarily by Verdona, again.

"Verdona," Natalie Tennyson said to her mother-in-law, "How nice to see you, again," not hiding the contempt in her voice.

"Natalie darling, some tea please. Oh and something sweet for the kids," Verdona chimed. How she enjoyed bothering her wretched daughter-in-law.

"Yeah, Yeah," Lilly groaned, "I know the drill. Frank, your _mother_ is here," she sneered the word.

"Oh no," Frank whispered, "Hi mom!" he said aloud as he entered the living room where everyone was seated.

"Hello darling," Verdona said in a singsong voice, "This I'm sad to say is a bit of an important gathering. Take a seat. Oh, I almost forgot…" Verdona said as she absentmindedly snapped her fingers. While Verdona looked of into space a confused Max Tennyson popped into the room.

Gwen and Ben went over to him while simultaneously saying, "Grandpa!" and giving the old man a hug. He didn't understand what he was doing there but he was glad for the break. He was working on a plumber project and hadn't even realized he was transported. Gwen's getting really good with that transportation spell. Then he though _Wait_?... He viewed his surroundings for the first time and saw the last thing he ever expected to see. The one person he wanted to see most but thought he never would. She was standing beautiful as ever in the room staring out the window and she had brought him here.

"Verdona," Max said, surprise and delight tinting his voice.

"Hello Max," she responded. _He looks just as handsome as ever. Why did I ever leave him? I had to. You can't Verdona. You can't melt under his gaze. There's a reason you didn't ever come back. You knew you'd fall for him all over again. _But the reason for coming back was too important to let anything stop her, "Seems you've been well."

"I took the world by storm, can't say it was bad," Max joked.

"Yes, I offered you the stars but you settled for the moon, I remember," Verdona snapped. She didn't want to hurt him but she couldn't risk getting to close to him again.

"You keep trying to pick a fight while I'm just glad you're here," Max countered.

"**You** didn't chose **me**, Max," you see Max's face fall, "The reason I'm here is for my darling granddaughter," Verdona ends smiling at Gwen. The tension in the room was so thick that you could have cut it with a knife. Verdona had gone to far. _But I had to and that's that, she justified, but he looks so hurt_, "Well Gwen? Aren't you interested in why I'm here?"

"No," Gwen blatantly answered, "You need to leave."

"Look Gwendolyn, I know I upset you because you love your grandfather but I'm here to warn you. Your powers? You can't figure them out without my help. I'm sorry but this needed to happen," Verdona defended.

"It's okay Gwen. You can trust her. She can help you," Max added.

"It's about time you accepted your powers kiddo," Verdona continued.

"You're not taking Gwen from us," Julie chimed in.

"We did this dance before Grandma," Kevin threatened. Both he and Ben went to Gwen's side, ready to protect her.

"And you lost," Ben helped.

"I am not saying she has to embrace her powers, which I desperately wish she would, but she has to stop fighting them," Verdona explained.

Kevin looked at Gwen confused.

"She knows what's going on with my powers. How I've been fighting them with Darkstar… well it hasn't been working. He has to take huge amounts sometimes. And I take it you know why, don't you Verdona?" Gwen accused.

"Yes Gwen, but I brought some friends to help me explain," Verdona ushered in her council members and the two students asked to accompany them.

_She brought in the cavalry_, Gwen thought, _I'm in trouble._

"Hello, My Queen," they all said, and bowed.

"Wait," Gwen gasped, "Queen? Then that means… That I'm…"

"Yes Gwen, yes you are." The Queen replied.

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><p><strong>ooohhh a little cliffy there! Review!<strong>

**-me!**


	5. Authors note

**Hey guys I'm sorry if I got you falsely excited but I need help. I know I haven't updated in forever and I'm really sorry! I am alive though and won't bore you with my excuses. Before I can update the next chapter I need you guys to take my latest poll! It's accessible through my profile and the more votes the easier and faster the update. I've been really stuck on how to continue. Also my friend is a budding writer on fanfic and I was wondering if you guys would go check out her story it's been up for a month with only two people reading it! It's great and I personally love it! You won't be disappointed! Her pen name is artemis godess of the hunt and her story is scars left behind. Thanks and I'll try to update soon!**

**-me!**


	6. Chapter 5

**Hey guys. I know what you're thinking, SHE'S ALIVE! well yes i am but i am sad to say my grandfather is not. I was very close to him and he has passed away recently. Along with finals and all those life problems it took me awhile to urge myself to write this. Sorry it took so long but it is very long to make up for it. **

**Disclaimer: I give see the earlier chapters**

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><p><strong>Chapter 5<strong>

**Gwen's house**

**Narrator's pov**

"I'm a… a… princess?" Gwen said incredulously.

"Yes, now as I was saying…" Verdona didn't waste any time.

"She's a PRINCESS?" Ben and Kevin said together.

"Haven't we established that already?" Verdona said impatiently, there were more important things to attend to.

"You never told me Verdona…" Max whispered, "You never told me."

Silence. Verdona was stunned.

"Look, yes I'm sorry, I never told you. I never told any of you. I didn't want it to impact any decisions. When I was younger I didn't even want the power," she sighed, "because of the responsibility. I had to be an Anodite, I had too much power. I lost everything. Now the same thing is happening to you Gwen. Your royal blood senses you not near Anodyne or another Anodite so it goes into panic mode. It will start by granting everything you desire on a whim. Then… You lose control. Not only that but your one of the most powerful Anodites ever, it's a surprise this didn't happen sooner."

In a nutshell there it was. Gwen had no choice and there was nothing she could do about it.

"I want to help you Gwen, but you have to let me in," Verdona said.

"But you want Gwen to be an Anodite. Why would you help her now?" Julie asked skeptically.

"Yes, you must understand I was freaking out because well, I can't be Queen forever. I needed to have and name an heir. It would've been Sunny. Not gonna happen," Verdona shuddered at such a prospect, "So when I found you I thought all my problems were solved. Anodites are selfish by nature. You con get lost in getting power or getting what you want… But then I saw… the same reasons in you that I had for staying. I didn't tell you because if you knew the responsibility you would've gone. I wouldn't let you base your decision on that. You have a chance Gwen; I'm not going to lie. We're going to do everything we can to save you. You don't have the same reasons to leave as I did."

"Grandma…" Gwen didn't know what to say, "I'm so sorry for judging you."

"It's more than ok sweetie, I acted very childish that day," Verdona replied.

"Verdona?" Max asked.

"We'll talk later, ok Max? I promise," Verdona answered.

"Cough, Cough," Diana joked.

"Oh right! Sorry," Verdona chuckled, "Let me introduce you. This is Diana, Isabella, and Lisa, my councilwomen. Also these two are Marc and Annie, the best pupils on Anodine, your age that is."

"Hey guys," Gwen said a little distractedly, "I'm Gwen."

Marc laughed, "Yes, we know. You're kinda the reason we're here. Greetings Princess."

"It's just Gwen," she corrected. _God he's gorgeous and I love his laugh. Brown hair, brown eyes that look like chocolate, a girl could just swim in those eyes. Pay attention Gwen._

"Hey there! I'm Annie! What's up Princess Gwen!" she said a little overexcited.

"Uhhh… a lot thanks," Gwen answered. _She's really pretty_ but she reminded Gwen a little of Ben. _Same hair, except longer and same green eyes._

"I am Diana and we are here to advise you in any way we can. We will all be checking in on you from time to time, that is, while helping your grandmother. The kids will stay with you at all times," Diana explained in a cool aunt sort of way.

"Thank you, all of you, really this means a lot," _This is crazy!_ "Can you give me and my parents and friends a chance to talk," Gwen asked.

"Of course," Verdona assured, "We'll explore for the night and pick this back up tomorrow."

With that all the Anodites left the house and left Gwen and her family to talk. Everyone was uncharacteristically silent and Gwen thought she was going to explode. Julie got up and walked over to her.

"Gwen," Julie tenderly asked, "What are you thinking?" Julie took a good long look at Gwen and enveloped her in a hug.

Gwen, for the first time since she was 3, broke down and sobbed in her friend's arms.

Everyone was in there own little world thinking about what they had all just learned. Shock couldn't even start to describe what they were all feeling at the moment.

Gwen recollected herself, "Grandpa," she inquired to the one man whose opinion she trusted more than her own, "What… What do I do…"

"You should see what you grandmother has planned and go from there. If anyone can save you from making that decision, it's her," Max answered his beloved granddaughter with complete confidence and what he hoped was a reassuring smile, "Don't over think this yet Gwen, everything will work out."

_For the better or for the worse_, Gwen thought.

"Gwen, the choice will always be yours and we will all back you up 100%," Ben assured his favorite cousin and best friend, "Just see what grandma has to say. Uncle Frank," the bearer of the ultimatrix directed this to Gwen's father, " can Kevin and me stay the night?"

"You all can. You, Kevin, Julie and you too dad," Frank announced strongly to make sure his wife got the message that she could not mess with him right now, no matter how much she hated his family. She did, but Frank could see that she was biting her tongue.

Kevin, who had been so quiet during all this, finally spoke up, "I'm so sorry Gwen," Kevin for once in his life had thought selflessly about Gwen's decision.

Natalie had enough for one night, "Time for bed. Goodnight everyone."

**Next Morning- Gwen's house**

**Narrator's pov**

The house was quiet, everyone so tired from last night's extravaganza, Max sleeping in the Rust Bucket, Gwen and her parents in their consecutive rooms, and Kevin, Julie, and Ben were downstairs on the couches sleeping. Then Ben awoke and sat for an hour waiting for someone to talk to. Kevin stirred, he felt as if someone was watching him and could no longer sleep. He opened his eyes to find an eager Ben in front of him.

"Dude, seriously," Kevin said, too tired and groggy to even think about beating Ben up, "Just go back to sleep."

"Finally! I've been waiting for someone to wake up! What took you so long?" Ben said.

"Ben, the rest of us want to sleep, don't bug us. Besides I thought you loved to sleep in," Ben's eyes widen a bit.

Julie, who just woke up and eavesdropped on the conversation, decided to make known the fact that she was awake, "You didn't sleep at all last night did you? You're that worried about her?"

Kevin momentarily thinks that Julie has gone crazy but then it starts to make sense, "Is that it Ben, is that your problem?"

"No… I… I just had… too many cookies last night is all," Ben replied carefully. All Kevin and Julie had to say was one word and they said it simultaneously.

"Twitch," they both said busting the teenage hero. Ben silently cursed his eyebrow, which twitched whenever he tried to lie.

"I hate you guys," was all Ben said. Maybe he thought they would drop it. He should've known better.

"Whatever man, talk or don't talk, I don't care. Just don't stare at me when I sleep, no matter much roughish charm I have, resist Ben, resist," Kevin retorted calmly, he knew how to get Ben to talk. Julie giggled.

"It's ok Ben you can talk to us," Julie added.

"Fine! So I'm worried! Is that a crime! All us of us? We're about to lose Gwen! The most amazing best cousin, best friend, and supposedly the one you love! How could you guys possibly even dream of sleep if I can't, especially you Kevin," Ben said.

"Ben… not okay," Julie said. She was scared for her boyfriend.

Ben regretted his rant the minute it was over. If there was only one thing you would never do? It's accuse Kevin of not caring enough about Gwen. She was the world to him, everyone knew it, and no one questioned it, unless they wanted to die. While Ben prepared to be beaten to a pulp Kevin just sat. Ben opened his eyes afraid of the fist that was sure to meet his face as soon as he did. He was surprised, and relieved, at what happened next.

"Why are you so scared?" Kevin asked with genuine curiosity, he could not fathom why the hero was having such a meltdown. Maybe he just didn't want to understand, not yet.

"She means the world to us too but your taking this really hard Ben," Julie agreed. She climbed into her boyfriends lap and he put his arms around her. She was sad to see him so upset. Ben was happy he had Julie.

Ben really thought then came up with the answer and a good way to explain it, "Because I chose power when I had the chance," Julie and Kevin looked up at him with confused looks on their faces. Ben elaborated, "Before we met up again with Kevin, Gwen and me, we were attacked. I didn't have the omnitrix," Kevin gasped at that statement, "I had taken it off for good after my last fight. When that alien chased us I fan for Grandpa's R.V. and instead of the laser guns I was looking for I found the watch," Ben looked as though he was a million miles away and his audience was purely enthralled in what he was saying, "I didn't want to put it back on. I liked having my normal life back. I had joined soccer and had decent grades. I had seen Julie for the first time that day," he looked at his girlfriend fondly for a moment and thought of how lucky he was, "I didn't know what to do. Gwen told me that it was my choice and only my choice. That no matter what I decided that we would make it through and that we could do anything. I chose to fight aliens with aliens, not just with tech. I chose the more powerful option. Gwen has been helping me ever since. No matter how abnoxious I am. She could've told me not to do it or not gotten involved… she would have a normal life if it wasn't for me. Her powers would have stayed dormant and she wouldn't have to make this choice. She might've been happier, or at least in far less danger. But she doesn't blame me for anything, she says that she wouldn't change her life for anything. She never gives up on me," Ben finished his speech.

Kevin was… shocked, to say the least. I had no idea Ben was even capable of profound thought let alone actually feeling all those emotions. Julie, wasn't shocked. She knew that there was this side to her boyfriend, she just wished he'd show it a little more. _He loves Gwen, we all do, and he's worried. He always bottles up his emotions, he says it's so he can make the tough decisions when it comes time._

"Ben. Gwen is not going to leave us," Kevin assured with more confidence in his voice than in his heart.

"Not willingly," Ben voiced everybody's fears.

"Don't worry Ben. That was a different situation, you didn't have to leave earth to chose the omnitrix. Gwen has to leave to chose her powers and she would never do that to us. She cares way too much. We all love her and are worried but everything will be ok. Verdona will fix this, have a little faith," Julie gave her boyfriend the biggest hug she could muster and Ben thought maybe this will work out, "Like you said we will back up Gwen 100% no matter what."

"Let's go see if Gwen's up," Ben announced.

So the teens head upstairs to the redhead's room in hopes that they will find her awake and be able to talk. As they make their way up the stairs Ben pulls Julie aside.

"Ben what's…" Julie starts but she is interrupted because Ben plants a quick sweet kiss on her lips and gives her a giant bear hug. All her worries melt away for a minute and she feels warm and safe in his arms.

"Thank you," Ben whispers in her ear.

"Anytime," she whispers back. Their moment of tranquility was over quickly when a distressed Kevin comes tearing down the stairs in alarm. He quickly starts searching the entire house.

"Kevin what's wrong! What happened! Is Gwen ok?" Ben asks adrenaline starting to rush.

"Gone," Kevin says.

"What?" Julie asks, "What's gone?"

No answer and Ben starts to get worried. He goes and stops Kevin in his searching frenzy and is prepared to smack him when he sees his face…

There are tears welling in his eyes.

"Kevin…" Ben says slowly, "What happened?"

"I can't find Gwen," Kevin says slowly.

"Oh no," Ben gasps, "Well what are you standing around here gawking for! She can't be far, lets go find her!"

"How do you suppose we do that," Kevin snaps.

"Umm… Kevin she has her badge right?" Julie clarifies, or so she thought she clarified, "But guys you're being…"

"Yeah so?" Kevin begins then stops and face palms himself, "Right, track the badge,"

In the midst of all the chaos Max walks through to door. Julie walks over to him and relays the information of Gwen's whereabouts. Max begins to laugh then starts to speak, "Guys she…" he starts then gets cut off by a steaming Kevin.

"How can you laugh! I know you're old but I'm pretty sure you're not that old," Kevin scolds him, "Help us find her or leave."

Max starts to laugh again and walk into the kitchen.

"Dude not cool. You do not talk to my grandpa that way!..." Ben starts. The teens continue to argue and plan.

The door opens and a girl with flaming red hair walks in with a bag of donuts and some coffee.

"Hey guys what's… WHAT IS GOING ON!" Gwen surveys the scene. Her friends are having a screaming match in pajamas and her house looks like a tornado has recently taken a stroll right through it. Gwen tries again, "What is going on!"

"SHUT UP GWEN WE'RE TRYING TO FIND YOU!" Kevin screams, only then does it register what he just said, "Gwen?"

"What do you mean trying to find me? I just went out for some coffee…" Gwen said confused. Then it hit her, her idiot cousin and paranoid boyfriend thought she had skipped town when they saw she wasn't in her room and probably wouldn't listen to a thing Julie had to say, "Wow guys seriously? Have a little faith, huh?"

Kevin walks over and gives Gwen a passionate kiss, the world melts away around them and they are the only two in the room. When Gwen and Kevin kissed they were in a different world. Gwen loved the feel of his strong arms around her, protecting her, claiming her as his own. He loved having her close to him and never letting go in fear that she might slip away.

"Guys! Seriously! Quit playing tonsil-hockey already!" Ben shouts.

As the two teens reluctantly pull apart Gwen whispers, "Don't worry, I'm not going anywhere."

Kevin smiles and Max walks back into the room.

"Grandpa? If you walked in why didn't you tell them I went for coffee?" Gwen asked puzzled. Max wasn't one for pranks.

"Well I couldn't," Max says teasingly. Gwen looks more confused than before, "Ask Kevin," Max chuckles.

"Oh, yeah," Kevin says a little embarrassed, "Sorry about that sir,"

"Don't worry about it son," Max assured, "It's only because you care. But next time… I'll clock you without a second thought."

"What did you do Kevin?" Gwen asked realizing that he probably stopped her grandpa from telling him that she went for coffee. And that is what Kevin confirmed.

As she shook her head half in disbelief, half in amusement, there was a knock on the door. Gwen looked around, "Everyone ready?" without further ado she opened the door and the Anodites came filing in, one after the other.

"Good morning all! I trust you had a good night's sleep!" Verdona chimed.

"Is she always like this?" Kevin asked.

"No, not always, but most of the time," Diana replied with an apologetic smile on her face.

"Kevin, restrain yourself," Gwen warned.

"No problem, babe," Kevin replied a little mischievously. Gwen knew she was in for it now.

"Ok lets get right to it," Verdona chimed, she didn't waste any time, "Gwen I want you to tell Diana, Lisa, and Isabella all the major things you've done with your powers."

"We can go if you would like Gwen," Julie asked trying to make this a little less painful for her friend.

_This is it, the truth comes out_, "No, all of you can stay, I want you guys to here this. It's better if you know. What about you Grandma?"

"Actually," she looked at Max head on, "I was wondering if I could talk to you, outside."

"Sure," Max said. Without another word they left.

Everyone arranged themselves around Gwen as she went to sit on the couch, "You can just tell us all the big spells you've done, start anywhere," Diana said.

So that's what she did. Gwen dived into her life's story of magic. She told about the time when she stole the Archamadian Book of Spells from Hex's library then used it to change time, Paradox's warning, the new future, her death, all fights with Charmcaster, about becoming an Anodite in front of Zombozo and in the street a few days ago, leading up to her truce with Darkstar. Everyone was silent the entire time besides the oooh's and aaaah's that escaped from Marc and Annie also the occasional gasp from Ben and Kevin because of the secrets she was keeping from them.

When she finished no one knew what to say.

"You are very strong and very foolish but at the same time very wise," Isabella commented.

"That was not something I expected," Diana said, amazed.

"Wow," Lisa stated.

"Gwen…" Kevin started.

"I know," she replied, "You and Ben go up to my room all I'll be there in a second."

So without any argument they did.

"Julie would you mind staying here and keeping our guests company?" Gwen begged.

"Do what you need to do. I'll take care of everything down here," Julie replied.

"Thanks so much," Gwen sighed, "I owe you one."

"Actually," Julie joked, "you owe me like 100, but we'll talk about that later."

Gwen smiled and went to face her doom with the boys upstairs.

**Meanwhile**

**The front yard**

**Narrators pov**

Verdona looked up into the sky. She had been dreading this conversation ever since she had left for Anodine all those years ago, "I don't have the words to explain why I left Max so I don't know what you want to hear."

"I know why you left," Max answered, "You had to go. The Queenship, your powers, your loneliness,"

"I wanted to go Max," Verdona stopped him, "I wanted to reconnect. You may be able to settle for the moon but I want the stars." Verdona looked out at the enormous universe beyond her.

"I just want to understand why you said the things you did when I first saw you again," Max explained.

"I don't have hard feelings Max, I just wanted to make it clear that I have no reason to stay," Verdona explained, "So you wouldn't feel attached."

"So I wouldn't or you wouldn't," Max asked.

Verdona sighed, _he can see right through me sometimes_, "You Max, and I'm done loving you,"

"Did you remarry on Anodyne?" he asked the one question that scared him the most.

Verdona paused, "No I never did Max."

"Then why do you keep fighting us and not ever come around and at least visit," Max continued to interrogate her. He was determined not to make this easy on her, "Tell me the truth."

"Fine," Verdona looked away with tears in her eyes, "I still love you, I said those things for my own sake, and…" She let only one tear fall, "I never visited because I knew I wouldn't be able to go."

"Why is that so bad?" Max wondered, "I've retired from my plumber days and you served far above your duties as Queen."

"I don't want to settle down anymore," Verdona started, "and neither do you. I want to explore the galaxy or stay on Anodyne or…" Verdona wondered what she wanted, "maybe earth is the place for me now…"

"So stay with me," Max said with confidence.

"This is what I was afraid of," Verdona snapped, "You would change my mind and…"

"I will chase you all throughout the stars if that's what it takes," Max said with all seriousness, and at that moment Verdona knew he would, "It'll work out."

"Maybe it will," Verdona chanced.

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><p><strong>Next chapter will not take as long i promise. Please Please Please review so i have the drive to write more. Thanks for putting up with me and my absence i love you all.<strong>

**-Me**


	7. Chapter 6

**Hey guys here's the next chapter hope you love it. It's kinda slow so be warned. not one of my best!**

**Disclaimer: I weep I weep I own... squat.**

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><p>Chapter 6<p>

Narrator's POV

Gwen's house

_ I am so dead. So, so, dead that I will wish I was already dead and that I could brainwash them and… wait... Can I do that? No this is what I wanted, to tell them the truth and now I have to face them. Even if I did lie to them, big time. I am so dead._

So Gwen slowly made her progression up the stairs... to her doom. She walks in to find Ben sitting on the chair in front of her desk staring at his watch and Kevin sitting on the edge of her bed looking out the window. Gwen was terrified and a long silence ensued. So Gwen broke it.

"Listen guys, I'm sorry, I really am but..." she started.

"What!" Both guys said at the same time.

"You're kidding, right?" Kevin continued.

"No she's right Kevin. We let her die! How much more of her fault could this be!" Ben nearly shouted, referring to the point in the story she just told pertaining to her adventure back in time, "Gwen, you died, we let you, I let you die! How could that possibly be your fault?"

"I just thought you'd be mad because I lied to you guys... about a lot," Gwen explained caught a little off-guard, "It wasn't your fault either..."

"How is it not my fault? I'm the bearer of the freakin' Ultimatrix for God's sake! This is meant to protect people!" Ben screamed.

"Yes, and you've saved tons of people..." Gwen tried to reassure her beloved cousin but found herself interrupted once again.

"Then why does it protect everyone except the ones that mean the most to me? How many times have I thought I lost you Gwen! When the Omnitrix was on self-destruct and in the future, now this! I just... I just can't keep losing you Gwen. You're the only person who's been through it all and still loves me no matter what. I can't keep letting you die because I'm not strong enough," Ben calmed down with tears threatening to spill over.

"Ben you can't shelter me from the world," Gwen started just to be interrupted yet again.

"You died to change me back or I guess because you changed me back... and I go accuse you of not caring? Why would you ever want to forgive me? How can I ever forgive myself? I won't live without you," Kevin said harshly, mentally killing himself; he opened the window and punch the trunk of the tree causing it to splinter.

Gwen had enough, "You two are done beating yourselves up! You know why? Because it's over! I did what I did and it's done with. Now? I need you both and your support! I was trying to be brave but I don't think I have long so there! You wanna fight? Fine, but know that this might be the only time we have left together! Understand," Gwen finished completing her sentence without once being interrupted.

"Gwen... Don't say that. Your Grandma is gonna fix this, you gotta believe that," Kevin assured her having no idea that Gwen was so sure she was beyond help, "you can't just resign yourself to leaving and give up, cause if nothing else I won't let you."

"If you go can I have your desk?" Ben obnoxiously commented.

"Dude! Are serious right now? I will pound you into oblivion, you know that right?" Kevin retorted then pursuing Ben as he started running out of the room.

_ Finally my boys are back! Ben having so much deep thought was getting kinda scary and Kevin needed to lighten up a bit. Now to tackle bigger problems..._

Kevin walks back into the room quickly and lays a quick sweet kiss on Gwen's lips and continues to chase Ben.

"My boys," Gwen giggles, "Those kisses never get old," she sighed.

Downstairs

Julie was chatting with Grandpa Max at the kitchen table and the two teen Anodites were watching TV seemingly amazed at the newest news report by none other than Will Harangue! (Yay! Not really...) Her parents told her earlier they were going out.

"Evening Grandpa how was your night?" Gwen asked.

"It was great pumpkin, thanks for asking, and yours? Oh wait before I forget your Grandma wanted me to tell you that she was gonna be out with her girls today and that if you needed anything you should just ask the two youngsters sitting on the couch," Max informed his loving granddaughter.

"Hey Gramps you feeling okay? You seem a little, well almost giddy..." Ben chimed, "Grandpa I would think after all this time you get over the fact that I am the worlds biggest superhero," Ben began to gloat.

"First of all Ben, you have approximately two seconds to shut up or I'll beat the snot out of you. Second of all, if I didn't know any better sir, I'd say you're mood had something to do with the female species... If you don't mind me saying so, sir," Kevin breeched carefully, trying not to laugh.

"Good thing you know better than, huh Mr. Levin?" Max teased the ex-con who he actually thought very highly and very fondly of.

"Grandpa! Did you talk to Grandma!" Gwen practically squeaked.

"Well not that it's any off your kids business but..." Max began.

"He did and it was all romantic and stuff!" Julie giggled, "He was just finishing up his story when you guys walked in!"

"Oh my gosh! Grandpa that's great! I'm so happy for you. So is Grandma moving back to earth or what?" Gwen started asking and jumping up and down with Julie.

"Calm down Gwen, I just got your Grandmother on civil terms with me again. We are just gonna see where that takes us from here," Grandpa stated but couldn't help letting his mind wonder over the possibilities...

"Aww I wish I could stay but I've got tennis practice, see you later guys!" Julie announced. Ben came over and gave her a hug while Julie pecked him on the cheek.

"I'll walk you out," Ben offered and so he did.

"Finally, I thought we'd never be rid of him," Kevin spoke his thoughts.

"Image son, Ben six years younger and even less mature," Max joked.

Kevin shuddered, "I'm so sorry sir."

Gwen laughed, "Come on guys! Be nice!"

Suddenly Ben burst threw the door and came running towards them.

"Hurry! There was an explosion on the other side of town," Ben exclaimed.

"On it!" Gwen replied.

"Hey Gwen maybe you should sit this one out," Kevin suggested, knowing he would get an earful.

"What! Are you kidding me there is absolutely no way! Why in the world would I do that!" Gwen screamed exasperated. She knew what Kevin did was to protect her and because he cared but she was seriously sick of being asked to sit out of stuff!

"Please Gwen. I'm serious. Your powers are unstable right now. Maybe just take it easy this time," Kevin explained.

"Maybe that's a good idea kiddo, Kevin's got a point," Max added, genuinely worried about Gwen.

"Listen Gwen it's your choice but that might be the right one." Ben made sure to add his two cents to the pile, "I can always handle anything and without breaking a sweat I might add. You know I saved the universe like a hundred times and..."

"Ben?" Kevin questioned.

"Yeah?" Ben replied.

"Shut up. Anyway I'm not letting you put yourself in anymore danger your not going and that's final," Kevin says.

Just as Gwen is about to give her rebuttal Marc says, "Excuse me. I really think you should all talk to the princess with a bit more respect and never," he says with a bit of venom rolling off his tongue, "order her around,"

"Thank you! Finally someone's on my side!" Gwen exclaims.

"Me too Princess Gwen!" Annie adds like a little kid.

_ Yes! Three against three, some fair odds! They really worship me! Can't say I don't like, especially a cutie like him, but... Um... can't remember the downside..._ Gwen thinks.

"If the Princess would like to investigate we will be happy to go with her therefore nothing will go wrong when I can help her," Marc defends Gwen.

"Exactly now lets go," Gwen said leaving no room for argument.

"Fine but at the first sign of trouble you two get her out of there understand?" Kevin negotiates.

"Aye aye, Gwen's dad! Lol just kidding! Don't worry we've totally got this!" Annie assures him.

"Well if we're done chatting about it then lets get going," Ben urges them pushing them out the door.

Kevin makes sure to make his way over to Gwen. _I don't like this guy at all. Better keep an eye on him._ Kevin thinks, referring to Marc.

At the sight of the explosion

Narrator's POV

The group walks up to a building that has been reduced to a pile of rubble and starts to look for clues. After a half hour of searching with nothing to show for it the group starts to get restless.

"Hey maybe there's nothing here for us to go on," Kevin says trying to stifle a yawn.

"Yeah, I think we might have hit a dead end," Ben agrees, "If anything we'll come back another time. Whoever it is seems to be long gone my now."

Gwen would've been all for it, except for the nagging feeling that someone had been watching her. Every time she turned around there was nothing there so she just chalked it up to being nervous she might have had to fight.

"Um, Princess Gwen, I don't want to scare you but I don't like the feel of this place," Annie commented.

"I agree with her, Princess, I too have a bad feeling," Marc said his eyes scanning the area, restless.

"First, it's just Gwen. Second, you guys feel it to? I thought I was going crazy!" Gwen sighed with relief that she could safely say her sanity was in check.

"Princess, I mean Ms. Gwendolyn, you should never keep those types of thoughts hidden. Anodites are notorious for having an excellent judge of people and situations. If your gut is telling you something, listen. Chances are it is as brilliant as you are," Marc poured.

"Oh well, um, thank you. That's very kind. I'll make sure to do that from now on," Gwen blushed at such flattery.

"Yeah well, Mr. Suck up, would you all like to inform the rest of us what the hell is going on?" Kevin sneers.

"My pleasure Mr. Grumpy, you see Gwen, Annie, and I have this feeling that something or someone is lurking around here. I suggest that we form a meditation circle and scan the are within a 5 mile radius and pick out what does not belong," Marc said having already formulated a plan.

"Fantastic," Kevin groaned, his words dripping with sarcasm, "Me and Benji here will sit on both sides of Gwen and…"

"Um, Kev. It's kinda an Anodite thing," Gwen clarifies, trying to stop an argument between the two males.

"Or," Ben adds, "I could go Jetray and fly around and take down the creep,"

"Yeah we'll just wait around all day and grab a smoothie while you search the entire town," Annie giggled, "I don't think that's the best plan of action. Besides, that means you would miss out on a smoothie,"

Ben laughed and rubbed the back of his head, "Yeah I guess that kinda was a silly plan." Ben could get to like her. She was funny and cared about smoothies, not girlfriend material but had promise for a cool friend.

"Are we all in agreement then," Marc waited for everyone to nod then continued, "Good, Gwen, Annie, if you would both please take my hand,"

"So what spell are we going to do?" Gwen asked thrilled that the opportunity to do magic arrived so quickly.

"Spells? No way Gwen. Anodite magic is way simpler, especially at your state," Annie explains, "just think about seeing the whole town from a birds eye view and seeing all the people in it my there aura. The one your searching for, especially if he/she doesn't belong, will look really different."

"But don't worry Ms. Gwen, we will do the majority of the spell this time," Marc assured her.

"Ok lets give it a shot," Gwen says excitedly.

The Anodites join hands and close their eyes. When their eyes re-open they are all glowing a bright pink. The world becomes like a pink tinted version of Google earth. The people inhabiting the area are now blobs of color, aura, that are all different but again all the same. Except for one person, Gwen zeroes in on him and gets a strong feeling that is him.

Meanwhile,

"What is taking them so long?" Ben said, dying of boredom.

"It's only been a couple of minutes, calm down," Kevin snaps.

"Dude what is you deal? You've been bugging this whole trip," Ben accused.

"You wanna know what my problem is? I keep getting reminded of the fact that sparky pants here, understands this side of Gwen better than I ever could. Not only that but the fact that they have so much more to offer her than we do," Kevin exclaims.

"Cool it Kevin the deep thinker, Gwen will stay with us and get control of her powers. Don't worry," Ben explains with the utmost nonchalance.

"How do you know," Kevin asks.

"We're superheroes, what could happen," Ben quotes the Disney movie, The Incredibles, "besides if I can save the universe all the time, we can handle anything,"

"Well even though you're the bearer of the Ultimatrix, if I cut your hand off you won't be so tough then," Kevin threatens. He then proceeds to rub his knuckles on Ben's head while the universal hero screams for help.

Gwen suddenly jumps out of the trance like state, "I found him," She states.

"Whoa Gwen you have got some crazy power," Annie says as she and Marc awaken from the search.

"Seems you have an affinity for the tracking abilities," Marc adds.

"Well, we all know how amazing Gwen is, now can we get to the point?" Ben asks.

Confused looks.

"Where is the big baddy!" Kevin clarifies.

"Oh right, sorry, almost forgot," Gwen giggles awkwardly, "They made it downtown and we've gotta hurry, they're on the move."

Catching up with the bad guy

Of all places they could end up the 5 of them end up at a burger joint in downtown. All looked normal with nothing out of place. There were three people in a booth all eating. There was one man sitting at the counter looking at the menu. Other than some shifty eyes all was normal.

"Since we're already here… it wouldn't hurt to grab a bite to eat would it?" Annie squeaked already going to a booth.

"My sentiments exactly!" Ben agreed chasing after her.

"Annie!" Marc called as Kevin screamed, "Ben!" at the same time.

"Calm down you two there's no harm done in grabbing a bite to eat," Gwen assured following her beloved cousin and his newfound friend.

So they sat down at the table just as the two started talking about dipping French fries into chocolate milk shakes.

"Ben, your stomach never ceases to amaze me," Gwen joked.

"I am amazing it's only natural," Ben retorted.

"Just as amazing as a science experiment," Annie laughed and high-fived Gwen.

"Annie! Do I have to remind you of your manners," Marc scolded, "Your in front of royalty might I add."

"Sorry," Annie apologized.

"Really it's fine, I know she was just joking," Gwen assured and Annie smile returned.

"So cool it fancy pants," Kevin adds.

"It's amazing what you put up with Gwen. As princess you deserve better," Marc commented with distain.

"Yes Gwen he's right, so why don't I put you out of your misery," said the stranger at the counter.

"Excuse me. You wanna say that again tough guy. This is a table full of people here who are gonna kick your rear end if you say anything like that again." Kevin threatened.

"Why of course Kevin, wouldn't want you to mishear," the man teased and stood up to take off his I.D. mask revealing his true self.

All Gwen could manage before they were blown out of the cute of time diner was one word,

"Crap,"

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><p><strong>OMG OMG OMG OMG WHO IS IT WHO IS IT WHO IS IT! oh wait... i already know... tehe sorry got a little excited... <strong>

**Anywhooo please please please review! My hit counter is way higher than the reviews i'm getting please review!**

**-Me**


	8. Chapter 7

**Hey guys so here's the next chapter it has finally some action in it but i stink at action scenes so plz keep that in mind. This was gonna be a lot longer but then i wanted to leave you on a bit of a cliff hanger for a bit so we'll see. Next chapter should be longer! Kinda excited bout how this came out! Did it from my iphone so mistakes are most likely everywhere they just like to hide from me right up until after i post! Wish me luck! **

**Disclaimer: to own or not to own that is the question oh yeah it's not a question but demanded that i state my non-ownership! I weep... In sorrow! (hey if i'm going down i'm going down dramatically!)**

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><p><strong>Outside the diner<strong>

**Narrator's POV**

"Seriously! Will you ever leave me alone?" Gwen screamed at the unwelcome intruder, "even when I befriend one of you the other is a thorn in my side!"

"Umm Gwen? I really hope you don't like this creep cuz I really wanna take him down!" Annie exclaims itching for a fight. Back on Anodyne she was the best in her combat class.

"Believe me you can be my guest," Gwen assured.

"Ahh Lucky Girl. My only worthy adversary, I haven't seen you for a while. Although I hear my niece has kept in touch," the villain teased, "too bad you changed her and she stayed to fight for those low-class sorcery scum on my previous planet,"

This enraged Gwen, "Wow, haven't heard the name Lucky Girl in a while," Kevin gave her a look as she realized Kevin had no clue what she was talking about, she gave him a look conveying now was not the best time, "And as far as Charmcaster goes, she's 10x's the sorcerer you could ever dream of being, Hex!" she screamed, defending her new found friend.

"You gonna stand around and gossip or are you gonna fight," Kevin instigates.

"Well by no means have I just come for a lovely chat, Mr. Levin," Hex seethed, "My true purpose was to exact revenge on the one that destroyed my power years ago,"

"I wish you good luck, sir, cuz there's a whole damn group of people who'd risk they're lives to save this powerful young woman," Marc threatens.

Hex throws a charm at the male Anodite, throwing him across the parking lot. He gets up, eyes glowing an intense sky blue.

"Hey! Nobody lays a finger on him but ME!" Annie rages, her eyes glowing a bright pink. She sends several manna discs charging at Hex, which he simply absorbs them.

"You've gotten some new tricks," Ben observes, "but so have I," Ben then proceeds to flash through the holograms that appear on the Ultimatrix. Finally settling on one he slaps down the watchless watch. "RATH!" erupted from Ben's transformation, "LEMME TELL YOU SOMETHING ULTIMATRIX! I WANTED TO BE HUMONGASAUR! FINE RATH WILL WORK!"

"Ben! Just shut up and... AHHH!" Gwen said as a slightly annoyed Hex, blasted her from her spot.

"I forgot how tedious you kids were," Hex sighed.

"LEMME TELL YOU SOMETHING CREEPY OLD WIZARD DUDE GUY, NOBODY BLASTS MY COUSIN!" Rath roared as he charged at Hex head on. Hex retaliated just in time by wrapping Rath in his magic and throwing him into the diner. "LISTEN CRIZARD, THATS CREEPY WIZARD, NO ONE THROWS RATH INTO AN OLD TIMEY DINER WITHOUT PAYING THE CONSEQUENCES!" Rath raged. Ben as Rath charged at Hex again except this time swerving around all of the magic shots. Finally Rath landed a punch firmly in Hex's gut and flung him to the ground. "HA CRIZARD! THAT OUGHTA TEACH YOU TO..." Rath began but stopped short, "UH OH."

Hex rose, his red and black clothes flying and eyes glowing a blood red. He was definitely pissed and no longer on the defensive. Hex went all offense, he chanted an incantation in a language none of them knew and Rath felt like he was being crushed by tons of bricks, "Listen invisible force crushing the life out of Rath..." Ben tried to get out in hoarse gasps, but couldn't manage anymore because of the pain.

Next Kevin absorbed the concrete and tried to attack Hex from behind with his hand shaped as a mallet. Hex turned just in time, air starting to rush all around him from the power he was drawing floating in the middle of the parking lot, so he could expel Kevin from his path, absorb his armor, and charm him so that he would feel as though his whole body was on fire.

Kevin never admitted to defeat but today he had to scream in agony of such extreme pain. The trio of Anodites heard the soul piercing scream and Gwen could only shout, "KEVIN," as he slipped more into the pain, they also saw Ben was down and out.

"Stop hurting my new friends!" Annie yelled, she didn't know who he was, what his problem was, or why she was so angry but the rage blinded her and she sent a torrent of the most powerful manna discs Gwen had ever seen in Hex's direction. When it barely fazed him Gwen started to get worried.

"Stop Hex, stop now!" Gwen begged.

Annie and Marc joined hands and began to glow gaining power but as _they_ did, so did Hex. The sky was beginning to darken and his whole body was now outlined in a bright red glow. Annie and Marc summoned two rock monsters and Hex merely had to blink to break them to pieces. They tried a different tactic, they attempted teleporting him, a very strenuous process that consumed a lot of energy. "Is that all you've got? I've become quite bored with you. Samnium Improbus!" Hex cast. Both opponents snapped into a trance.

"What did you do to them!" Gwen demanded, "Tell me!"

"I just made it a fair fight Gwendolyn," Hex sneered, "they are living out they're worst nightmare in a dream realm, but to them, it's all too real!" Hex laughed maniacally taking all too much pleasure in her friends suffering, "I taught myself a few torture spells since you and I lasted battled. More than a few really, tons actually, of many different varieties so I could bring you down!" Hex boasted with pure contempt in his voice.

"This ends now," Gwen demands no longer able to see the people she cared about and the people protecting her in so much pain, "or else," she threatens, venom rolling off her words.

"Or what dear? If your friends can't defeat me what chance do you have of completing the task. Let's face it young Gwen, you were, are, and always will be the weakest link. You can't take care of yourself and everybody else gets hurt taking care of you," Hex doesn't stop tormenting, hitting every raw nerve in Gwen's body.

"STOP!" Gwen screams shooting a disc at him as a last ditch effort, tears streaming down her face.

"Ahh but Gwen you don't tell me I'm wrong," Hex worms, "come with me, join me, and I can help you advance your powers without unleashing your inner form. This is an offer you can't resist, especially in your fragile state. All I ask of you is to break your ties of these pestilent earthlings," Hex finishes.

Hex believed he saw confusion on Gwen's face as if she were deciding and added, "I can teach you what your grandmother won't and what she can't,"

Gwen was confused, then it hit her he was talking about dark magic, "The difference between you and me is that all you care about is magic and power. I would NEVER join you!" Gwen asserted.

"Pity. Why must the earth half be so foolish. Now all that's left is for me to finish off your lovely friends," Hex contemplated disappointedly, as nothing more happened than his favorite ice cream shop discontinued his favorite flavor and he had to decide on a new one.

"I have had enough!" Gwen yelled hysterically, "I will not be weak," her eyes started to glow a deep magenta, "my friends will survive," a hot fury coursed through her veins and filled her mind, "you will go down by my hand," as she started to rise her desire was solely to bring Hex down, in blood if need be, "I'll never be called weak AGAIN!" she bellowed as she finally snapped, her skin could no longer contain the form within. Her skin evaporated around her. She was looking at Hex from far above and she felt like it was far away. Her pink tinted eyesight portrayed Hex standing terrified and amazed all at the same time. Never had she wanted to kill him more than now. _Why not, who cares?_ At that moment she decided that that was his fate and in turn sealed hers.

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><p><strong>Oooooohooohoo totally cliffy right? Couldn't love it more! I liked this one! Did you guys? Criticism is just as welcome as praise as long as it's constructive and not just a flame! Please review! Tell me what you think of the characters to all my oc's and your guesses on who's evil and whose not!<strong>

**-me!**


	9. Chapter 8

**Ok This was a pretty timely update and it's a long chapter so i'm really excited about it! i was on a huge roll while writing it and now i'm kinda stuck so we'll see where it goes from there! I was so extremely excited with getting this done so here it is.**

**Disclaimer: Yes MOA none of your fanfic writer who are all brilliant evil masterminds and forgetful, needing a reminder every chapter/story, are out to steal the rights to Ben 10 and claim them as our own. on a website. HAHAHA the rights are mine. wait what? you put in a clause! CURSE YOU MOA. I don't own ben 10... happy moa! **

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><p><span>Chapter 8<span>

Narrator's POV

Parking Lot

As Hex was distracted he lets go of all the charms, spells, hex's he has going therefore Gwen's friends were there to see her outburst then change into an Anodite. The previous fight and pain took too much out of them to be able to help Gwen only to watch helplessly.

"Gwen," came Kevin's weak voice, "don't,"

She doesn't hear him. She's to far gone. Gwen's only desire is Hex's death.

"Gwendolyn, your power is extraordinary and can be used to do amazing things," Hex bribes covering up for the fact Gwen could kill him at a moments notice, "together we could rule this weak planet,"

"I work alone," Gwen refuses.

"Come now Gwen," Hex goes for a guilt trip tactic, "you wouldn't want to rob Charmcaster of the only family she has left. Would you?"

Gwen momentarily is sidetracked but only for a second, "She's a strong girl she'll be fine," Gwen snarls, "as I recall she wasn't that fond of me or you anyway,"

Hex cracks and as a final resort starts to beg, "You're s-s-supposed to be a hero... you don't kill... you can't kill me... don't kill me!"

"Why not? It'll be fun," Gwen growls, her imposing form growing larger.

Hex finally resigns himself to his fate, "Fine do me in. Looks like you're not as good as the world thinks you are,"

"Guess not," Gwen puts a sneer on her face and builds up energy. Mana gathers at her fists and Gwen prepares to launch the final blow.

"Ahhhhhhhh!"

Earth shattering scream as Gwen drops to the ground.

Her team finally collects themselves enough to get up.

They make their way over to her.

"Thank God," Ben whispers.

"What the hell!" Kevin screams, "Why did you do that!"

"Please understand," Diana explains her appearance, "I did what I did because I had no other choice,"

"You could have just talked her out of it not drain her power!" Kevin criticized, enraged, "in case you didn't realize that puts her threw a world of hurt!"

"I realize all to well," Diana defends, "but she was beyond speaking terms. She was ready to kill that man. She could not have been persuaded otherwise,"

"Kevin," Gwen barely manages, going into a coughing fit, "She's r-r-right. I... I was locked on killing him. N-nothing c-could've changed my mind. I I'm..."

"Shh sh sh sh," Kevin comforts the girl who makes up the majority of his world, "it's ok you'll be fine. Don't worry just rest now,"

Hex watches and takes advantage of the fact that they are all are distracted and slips away.

"Hex..." Gwen manages before finally accepting the darkness and letting it overcome her.

They all turned around realizing they let him slip away.

"Great," Kevin shouts, " not only did Gwen get hurt, we almost lose her, and we all end up really banged up but we let the bad guy who caused all this to just waltz away unnoticed. Fantastic none of this would've happened if Gwen had just stayed home like I told her to. But no mister I can take care of it had to chime in! Well good job hero! Where were you when this happened?"

Annie and Marc just hung their heads in shame.

"We couldn't be more sorry," Annie chimes in, "we tried our best,"

"Well seems your best wasn't good enough," Diana looks on unimpressed, "You two do realize your here to protect her, correct?"

"This was all my fault," Marc claims, "If anyone is to blame it's me. I was weak and I suggested this outing,"

"You never cease to disappoint me," Diana snaps.

"Sorry mom," Marc apologizes, his face stoic showing no emotion.

"What," Ben gasps, regaining his composure he adds, "it was all our faults. We couldn't take him down and are just lucky you came when you did,"

"We'll talk about this later. First we've gotta get Gwen to her house," Diana asserts herself back in charge.

Back at Gwen's

Narrator's POV

Suddenly they appear in Gwen's living room with Gwen still unconscious on the couch and Kevin next to her while Ben, Annie, and Marc are on the couch opposite that. Diana is sitting in a chair facing the rest. Verdona walks in with a cheery disposition.

"Hello all! How was your..." Verdona stops finding no reason to continue as it was apparent by the unconscious Gwen on the couch something horribly wrong had occurred, "Do I even want to know what happened?"

"We were attacked by an old enemy by the name of Hex. He beat us all then pushed Gwen until she became an Anodite and nearly lost control," Ben relayed the information.

"I had just arrived to check up on them and saw she was about to kill the villain with her powers so I drained her just enough so that she reverted back but it was such a shock it took her out for a bit," Diana finished, "My Neanderthal of a son failed the task of keeping her safe and admitted to planning the whole idiotic outing himself,"

"Stop! It wasn't just Marc's fault it was mine too! Stop being so hard on him. All that matters now is that we nurse Gwen back to health!" Everyone was shocked by the outburst of the usually calm young Anodite.

"She's right," Kevin said never taking his eyes of Gwen, "Annie and Marc go get a small towel and soak it, scary Grandma and Diana get her a glass of water, and Ben go search for the Advil,"

"Again I say, moxie, Kevin," Verdona chuckles.

"Got it," the group said and went to do they're respective tasks.

Kevin looks lovingly at Gwen helpless figure and his brow furrows as he whispers in agitation, "What the hell is moxie already!"

He could have sworn he saw the corner of Gwen's mouth pull up slightly and he smiled. He went to look at the other sign of life, the rise and fall of her chest.

"Good all vital signs normal," Kevin let's out the breath he didn't know he was holding, "I think,"

Max entered the room and saw Kevin over Gwen knowing what was happening having bumped into Verdona in the kitchen, "Don't worry son," he assured, "she'll be fine,"

"Oh hi sir. My head knows that but good luck trying to convince the rest of me," Kevin sighs.

"Don't worry son you're heart will catch up," Max assures, "meanwhile she's an incredibly strong and stubborn young lady so you have nothing to worry about,"

"You mean this will get easier as I get older," Kevin looks over to Max, skepticism and hopefulness in his eyes.

"If you care about her as much as I think you do then... No," Max laughs at Kevin's stricken expression, "but you'll learn to not act on your emotions about her either and accept the fact that you can't shelter her,"

"She means more to me than breathing does," Kevin says, "I can't ever lose her and when I see her hurt or crying I want to change the world so it doesn't hurt her anymore,"

"You really love her," Max states, "I'm glad Gwen found you. Just remember she loves you to and needs to do some things for herself. Everything else will work itself out,"

"Thanks sir," Kevin contemplates on how much of a father figure Max has become to him.

"No problem now you take good care of my granddaughter and I'll be out in the rustbucket working on a project,"

Everybody else re-enters the room conveniently right after Max exits.

"Ugh..." Gwen groans, "My head and body feels like it was sucked out by a Dyson vacuum and then subsequently flattened by a steamroller,"

"Hey," Kevin whispered in a soft voice, "how you feeling?"

"Not so hot. What happened?" Gwen questioned, at that moment it all came back to her, "ugh never mind don't remind me!"

She felt Kevin lightly chuckle next to her, "Hey I got something for you,"

"Yeah? What is it?" Gwen wondered what her loving boyfriend was talking about.

He spread his arm out in the other direction and Gwen saw in the other half of the living room were her friends and family holding her get-well arsenal.

Gwen giggled, "Thanks Kev,"

Gwen put the towel on her head and drank the water while taking the Advil making her feel much but better but still very tired.

"Take a nap and we'll see you in a bit," Kevin said.

Gwen didn't argue or even speak just let the need for sleep consume her.

"What now?" Ben whispers.

"We leave her alone to sleep," Kevin replies heading for the kitchen being followed by the entourage like they were lost puppies.

"You are very good to and around her," Verdona complimented, "you remind me of Max in our younger days,"

"Thanks," Kevin says believing that to be a really good compliment.

"Now would you like to tell me what the hell you were thinking Marc!" Diana shouted.

"I'm sorry I failed, I will be better," Marc says a hint of hopelessness in his voice.

"You're just lucky I was there so you have a next time to be better!" She scolded.

"Diana really, do calm down. You are always so hard on him," Verdona scolds.

"Well your highness we must be going," Diana said already leaving.

"Bye kids!" Verdona sings.

"Dude your mom is harsh," Ben sympathizes for Marc while grabbing a bag of chips from Gwen's cupboard.

"I was an idiot and don't deserve any less," Marc accepts head still low.

"While that knocked you down a few pegs, which you needed, it was too much. Even in my eyes and I don't like you," Kevin added.

"Ugh! I hate when she does that to you not only do you beat yourself up about stuff she goes overboard making you feel like crap. And you let her every time, we were just as responsible as you were!"

"It's easier for her to believe that I was the screw up cause that's what she expects," Marc explains a pained look in his eye, "It's just one more thing on a long list of disappointments. I'm fine, don't worry about me,"

"Still pisses me off," Annie huffs.

"Thanks A," Marc goes over to hug his best friend in the entire world.

Ben's badge starts to beep like crazy, "Kev, we've got aliens on the loose downtown," Ben exclaims.

"Alright. Can you guys stay here and watch Gwen while we take care of that?" Kevin asks.

"Sure no problem," Annie assures.

So out the young heroes go.

After the fight

Narrator's POV

"Those Forever Knights keep popping up and wearing me out," Ben yawns.

"Yeah they never seem to stop changing. We should tell Gwen the name of this latest group. She actually has been taking notes," Kevin yawns in turn.

"That's what Gwen does... Kevin what's the name of these FK's?" Ben wonders.

"It's umm... the thing about... yeah," Kevin says face palming himself for already forgetting the name.

"It's um the thing about yeah?" Ben giggles like a little girl, "that's gonna give Gwen tons to go off of! Alright here's your house Kev, I'll fly home tonight. See you tomorrow,"

"Ben? What are you talking about we've gotta go to Gwen's!" Kevin mused.

"Kevin? What harm is it gonna do if we crash at our own houses for one night in our own beds? None. Gwen will be fine and we'll see her first thing tomorrow morning okay? I'll call her, you go to sleep," Ben starts to walk away.

"But Ben! Wait..." Kevin yells after his retreating figure, _When did Ben become the boss of me!_

"Go to sleep Kev," Ben sighs without looking back.

"Fine," Kevin huffs as he grumbles all the way inside his house, "Hey Ma how you been?"

"Oh my boy! I missed you! How are you? How is Gwen doing? What is the game plan? Why are you here? Is something wrong? Don't lie to me young man!" Mrs. Levin bombards her son with questions.

"It's all good, Ma," Kevin grins, "talk to you in the morning. Some Forever Knights really got me tired,"

"Fine," she accepts, for now, "see you in the morning. Love you baby,"

"Love you too Ma," Kevin replies.

So a dreary Kevin drifts off to sleep in his room. Another drama filled day ahead of him tomorrow.

Next day

Narrator's POV

After another pleasant conversation with his mom, Kevin sets out with a smile on his face to his favorite mode of transportation in the world. He had a good feeling heading over to Gwen's that morning. That should have been his first tip off that today was going to go terribly wrong.

Kevin met Ben in the driveway getting out of the car he built him.

"Hey how'd you sleep?" Ben asked making small talk.

"Pretty cool. I hate to say it but it was a pretty good idea you had last night Tennyson," Kevin laughs at his brother like best friend.

"So let's see how the trio is doing," Ben said not bothering to knock on the door.

The two stopped at the entrance to the living room.

In their usual spots were two other people, not them.

Gwen and Marc on one couch, she was holding a strawberry smoothie and Marc with a soda. Annie was on the couch over with some smoothie concoction they couldn't identify, dipping french fries into it and telling some corny joke. As usual Gwen now with Marc were rolling their eyes and laughing.

"Uh hey guys... What's going on?" Ben asks, laced with skepticism.

"Nothing much," Marc chuckles, uncharacteristically light-hearted.

"Are you kidding me, M?" Annie laughs hysterically, "I just told the funniest joke in the world!"

"Gwendy," Marc bats his lashes at her with puppy dog eyes, "back me up here! That was not the funniest joke ever! Right?"

"Sorry, A. I have heard better," Gwen giggles, totally slap happy.

"Right. So what'd we miss last night? Seems to have been something great," Kevin said so enthused he could hardly contain himself! (Note the IMMENSE sarcasm)

"We hung out, talked, and bought smoothies," Gwen said, "except for M, he hates smoothies! We also... Fought off some weird new breed of alien! It was so cool cuz A totally absorbed it's power kinda and gained it. Then M let off some steam and knocked it around a bit. He then opened up a bit to us afterward, cooling off," she made a face at him and he laughed, "I actually had to save they're butts, although I think they backed off just enough so I could finish them off," a grin ear-to-ear appeared on her face.

Kevin and Ben couldn't believe they're eyes. They stood there and just watched as…

They got replaced.


	10. Chapter 9

**Hey guys! Ok I'm sorry this is so late and i said i would have it out on sunday but as i was finished editing my comes in pulls the plug and drags me to my cousins birthday party. it was fun though... sleepover... cake... speaking of cake. i was sitting on the couch in my living room with my sister watching TV, when the klondike bar commercial comes on. it was the one where he has to listen to his wife for 5 seconds. when he wins and they all start cheering i jump up from my place on the couch and start jumping and cheering to then i run out of the room. my sis is 10 and she says to me, "You are not doing what i think you're doing, are you?" Well i was doing exactly what she thought. i ran to the freezer and got my own klondike bar... its the double chocolate kind... it was yummy...**

**Anyway my crazy mind aside onto the real reason your here. This chapter focuses on the my OC character's and gives them a background. Also it will clue you in on what Ben and Kevin missed last night. If it gets confusing and you don't understand when something is happening just ask. Now for a HUMONGASUAR shout out to Scarlett Rose Petal who helped me so much in writing this chapter. i hit a tough spot and she totally got me through it. Thanks again for your brill ideas and help Scarlett! So now onto the story.**

**Disclaimer: If i owned Ben 10 the season's would have shorter gaps in between. i'm dying for a new episode.**

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><p><strong>Chapter 9<strong>

**Narrator's POV**

**Gwen's house the night before while Kevin and Ben were out.**

Gwen yawns and awakens from passing out. She sees one set of eyes trained on her.

"Hey Annie," Gwen says sleepily, "How long have I been out?"

"Just a couple hours," Annie sighs with relief at Gwen's waking, "Marc, Gwen's awake! You can bring her the soup you made now,"

"He made me soup? That's so sweet!" Gwen gushed. _Nobody ever makes me soup. Then again that could be a good thing because I don't even want to think about what would happen if Ben and Kevin ever tried to operate a stove! Speaking of my incompetent boys..._

"Where have Ben and Kevin gone?" Gwen wondered.

"I was wondering when you would ask that. They went to fight a small group of criminals on the other side of town. Forever Knights, I think Ben called them last time he called to check in. He said it would be no big deal and they could handle it. He also mentioned that he and Kevin would be staying the night at they're own homes tonight," Annie explained. Upon seeing Gwen's confused and slightly hurt face she added, "When I asked Ben how he got Kevin to agree he said he hadn't quite told him yet. Kevin totally comes off as the over-protective type so I wish I could be there to see that train wreck!"

"Makes sense," Gwen agrees.

"Yeah. He really seems great. They both do. Great friends you have!" Annie says kinda awkwardly. Gwen wasn't adding much to the conversation and she was starting to flounder for something to say.

"Those two better remember to get the name of that new group," Gwen chatted absent-mindedly.

"That's ok. If they forget you can pull it from they're memory later," Annie assures.

"Seriously! Wow, I know less about being an Anodite than I thought. And that's saying something," Gwen marveled.

Marc appeared at the entrance to the welcoming living room with a bowl of soup and a cup of tea on a platter.

"Here you are princess," Marc announced, "Now eat up so you can regain your strength,"

As Gwen began to eat, she realized how famished she truly was, and how fantastic the male Anodite's cooking was, "Wow Marc this is truly fantastic!" Gwen complimented.

"Truly Princess, nothing compared to my mothers soup," Marc felt a blush coming on and fought it all the way.

"Are you kidding me," Annie huffed, "after what she just did to you and still you not only protect her but also compliment her!"

"Uh? Did I miss something?" Gwen questioned the brunette girls sudden rage. She noticed how Marc also softened around her when she acts like this.

"Nothing Prin..." Gwen gave him a look, he sighed, "Gwen. After you passed out, my mother, Diana, got a bit upset at me for my failure to protect you and help you with your powers,"

"Are you kidding me!" Annie retorts turning to Gwen, "She basically screams at him about how worthless he is!"

"That's not fair!" Gwen agrees getting a little peeved herself, "Nobody could've done anything differently. You tried your best that's all that matters!"

"My mom has expected so much of me ever since I was born," Marc attempts to begin to explain his whole life story, "When my dad passed away, to say the least it was hard on us. I had always been kinda of a calm but care free kid until then. Afterwords nothing I did was ever good enough for her. In her eyes I was just the eternal screw up."

"That's so horrible," Gwen commented.

"It's not that bad. You get used to it. I just toughened up and became more disciplined and less like myself everyday. I worried the hell outta A for a while there. It was easier because of her," he looked affectionately at her, "she was always there for me,"

"Well someone had to tell you that you're not an idiot M," she blushed.

"Now my job is to protect the princess and treat her as such," Marc added a bit of a teasing tone in his voice.

"Tell me more, about Anodyne," Gwen pleaded.

"Sure! But first... Can we get a Smoothie and chili cheese fries. Ben raved about it. I can't wait to try earth food!" Annie squealed in her sing-song voice.

"Absolutely," Gwen giggled, "Why not? I know the perfect place!"

"Up for another mana lesson?" Marc chuckled. Gwen nodded and he proceeded, "This time we'll teach you how to transport using the least amount of mana/energy,"

"Finally I have been trying to find a spell for this," Gwen replied enthused.

"Great," Marc then sobered, "now imagine yourself being split into tiny little particles and all those particles floating over to your destination. It takes less mana because it's a trick of the mind. You think there's less "magic" involved in making tiny pieces float than teleporting one whole body,"

"That makes perfect sense," Gwen sounded a bit peeved, "How come none of the spellbooks ever told me that,"

"Spellbooks never tell you how to imagine things. They are very cut and dry. Not holding the right information for real mana users. Especially those who haven't mastered the art of drawing mana," Annie explained both expertly and nonchalantly.

"Wow, ok let's give it a shot," Gwen then starts to imagine millions of tiny pieces of her floating to Mr. Smoothie.

Gwen arrives soon followed by her comrades, "That was awesome! It felt amazing and I don't feel light-headed! A little drained though, but only a little,"

"Cool let me get everyone's order then we should teleport back. It's kinda cold and late," Annie suggests.

"Good idea," Marc agrees.

A blast was heard behind the building and Gwen spots a few renegade aliens.

"How do you guys feel about taking out some bad guys," Gwen smiles and the fight Gwen would explain to Ben and Kevin the next day ensues.

Back at Gwen's house

Two smoothies, a soda, and some chili fries later the trio was sitting on the couch chatting.

"I don't know how you could drink something so vile while eating something 10x's worse," Marc gags. He, having disliked smoothies, chose a soda instead.

"Hey Ben was soo right! A caramel, chocolate, and cabbage Smoothie is great! Especially while dipping these fries in it!" Annie stuffed the Ben meal down her throat.

"Ewww I don't know how you can stomach that!" Gwen laughed, "I thought that was something only Ben could do!"

After a short companionable silence and a few minutes of Sumo Slammers Gwen spoke.

"I almost forgot, tell me about Anodyne," Gwen inquired.

"Sure," Annie began, "the vegetation is exotic and beautiful, the buildings move with the land. Being creatures of life energy we would never plow through everything like earth people do. Mana flows through the planet like it is an inter-galactic channel, similar to that of Ledgerdomain. Life is similar there to life here. The kids go to school and we learn similar topics while throwing in training and universal history. The adults can work or explore the universe. Money value is low on that planet because we scarcely use it. We have all we need and if we don't we share it. Anything I miss Marc?" she asks.

A snore emanates throughout the room.

"Looks like we put the pour boy to sleep," Gwen whispers.

"Yeah, he's had a long day," Annie moves to put a blanket around the sleeping figure on the couch.

"So what about your life," Gwen prods, "I've heard about Marc's and about Anodyne but not about you,"

"Well my life is nothing special," Annie said earning a look from Gwen that screams, your kidding right? You really think I'll fall for that, so she continues, "Well I guess I'm just an average Anodite with average grades. Except for in combat class, I kick butt in combat and training classes. I've always been a class clown and a goof. Otherwise I want to grow old and see the universe. There's only one real difference between me and most Anodites,"

At her pause Gwen notices a light blush climb her cheeks and decides to encourage her on, "What is it? Your secrets safe with me, pinky swear,"

Annie bursts out in a fit of giggles and locks her pinky with Gwen's.

"Well alright but only because you pinky swore. I... well... I want something no other of my kind wants. I want... love," the blush intensifies as she sneaks a peak at Marc, "I want to settle down and have a relationship,"

"Why is that so weird? Sounds perfectly normal and acceptable to me," Gwen comments, eyeing her new friend curiously.

"On earth it is but for an Anodite it's not normal. We are free spirited people. We look out for ourselves first and formost. The idea of putting another before yourself was absurd. It also limited freedom in my peoples eyes being tied down to another," Annie said wistfully, "Relationships also were never needed because my people who are pure are created from within Anodyne and assigned a guardian or sometimes two. Many more females than males are born as well, for women are more attuned to the mana world. It was actually your grandmother who was the first to marry from Anodyne nonetheless to a human. I want to be like your earth people, to find my love, and grow old with them,"

Gwen's mind was reeling at all this new information, "That is just amazing! Anodyne sounds great and you deserve to fall in love," Gwen said, "You know, they often say that your greatest love is your best friend," she hinted, "Do you like him? I'm getting a vibe."

"I think so," Annie said in all honesty, "He's so brave and always there for me."

"Well tell him, Annie," Gwen advised the girl.

"I've thought about it," Annie huffs, "But his mother would never understand. He doesn't need any other hassles right now," Another are you kidding look from Gwen, "Alright, alright, jeez. I'm scared," she admits.

"Don't be. Your amazing and he'd never turn you down Annie," Gwen assures the love sick energy being.

"So what's the story with you and Kevin," Annie inquires, "You don't seem like the most common earth couple,"

"We are definitely not. I am part Anodite and he's part osmosian. When we were younger..." Gwen then attempts to explain the relationship even she doesn't understand by relaying their strained past, "but he wants to protect me and take care of me. Sometimes it gets a little annoying but, he really cares. I don't know where I'd be without him."

"Wow, sounds like more than just a teen romance," Annie says longingly.

"Yeah, I guess I just feel like I wouldn't mind growing old with him. But for now I just have to fight to ensure I have a couple of months left,"

"Don't worry we'll fix this! I'm not gonna be beat up by Kevin if this fails. That's more than enough motivation. That and your a really awesome girl," Annie assures.

"Thanks and I'm going to make sure before this trip is over that you and Marc are so together. You can count on me Annie!" Gwen chirps.

"Call me A. That's what Marc calls me," she giggles, "and you can call him M,"

"Cool," Gwen jokes, "I'm part of the club! Let's get some sleep."

As the girls pull out some sleeping bags and prepare their makeshift beds Annie finishes the night with, "Thank you, Gwen, thank you,"

Gwen gives her friend a bear hug and drifts off to sleep, momentarily forgetting the reason for the presence of her new friends.

Meanwhile

"I will not be burdened by these meddlesome kids much longer," a lone Anodite thinks, looking into her magic at Gwen, Annie, Marc, Ben, and Kevin, "I will be the one on the throne and responsible for Verdona's untimely demise. Right after I suck that no good little granddaughter of hers dry of all her powers. Then no one will stop me! Teach her to mess with me,"

Next morning

Narrator's pov

After where the last chapter left off.

_So we're being replaced, huh? Well good luck with that because I'm hard to forget!_ Ben begins to concoct a plan while surveying the scene before him, "Smoothies and chili cheese fries, wow doesn't that bring back memories Gwen?" Ben drawls while sitting on the couch next to Annie purposely blocking her from Gwen.

"Umm yeah I guess so, since that's all you eat Ben," Gwen replied carefully.

He laughed just a little to loud, "Very funny, Gwen. So what was that joke you were talking about? Not that it could top any of mine,"

"Oh I was just telling Gwen about how," Annie tried to squirm her way around Ben to make eye contact with both him and Gwen but he wouldn't allow it, "about something embarrassing M did the other day,"

"Well I'm sure it's nothing compared to the pranks I pull on Kevin all the time, right Kev?" Ben looked for his best friend for back up to find that he had moved Gwen and sat down in her spot only to pull her into his lap. Now the ex-con was having a full on death stare war with the male Anodite next to them on the couch. Gwen had a somewhat peeved expression.

"Yeah sure," Kevin said eyes not leaving Marc for a moment.

What is going on here? Has something hit them both on the head or why are they acting so weird? Gwen wonders, "It's not a competition Ben. Kevin if you don't stop staring at M that way your face is gonna freeze!"

"Why don't you tell him that?" Kevin snaps, pointing his chin out at Marc.

Ben now starts talking before she could reply, "But if it was a competition I would totally win right? You like me way better than her," Ben whines.

"What?" Annie retorts dumbfounded, "Gwen what is wrong with your cousin?"

"Ok really what did I do?" Marc exasperatedly huffs at Kevin, "Gwen make your boyfriend stop being an idiot,"

"I'm an idiot?" Kevin broods, "Well then we'll just see about that," Kevin stands and moves to absorb the coffee table while Marc stands in a defensive position.

"Face it _Annie_," Ben continues, "Gwen likes me better, Gwen likes me better," he teases in a sing-song voice.

"How in the world could she like someone as annoying as you!" Annie yells over Ben's singing, his efforts to piss her off clearly succeeding.

"Guys, stop... Everybody stop! Cut it out!". Gwen tries to calm the group getting more and more upset by the moment, "I SAID STOP!"

Gwen was too upset and she didn't know why. It was blinding, she even had the familiar pink tint clouding her eyesight. She began to rise in the room. With every shout she became angrier. Finally when her friends realized what was happening it was to late.

Gwen was an Anodite.

Again.

"We're sorry, Gwen. We didn't mean to ignore you," Kevin soothed, "Please just calm down and come back to us,"

"I will never be ignored again!" Gwen screamed, her hair floating all around her in mana tendrils.

"Gwen..." Kevin began again.

"Shut up shut up shut up!" she screeched. Gwen raised a hand charged with mana.

"Do something," Kevin whisper-screamed at Annie and Marc.

"Trying to reach Verdona but no ones answering," Marc replied, "We can't drain her ourselves. We're not strong enough,"

"Uh oh," Ben said.

Suddenly Gwen was zapped in the back and screamed bloody murder. Kevin ran to her limp form. Where she was previously floating now stood a very cross councilwoman Violet.

"You people are so unreliable," Violet sneered, "Where is the oh-so great Verdona?"

As this was said Verdona and her entourage came through the door.

"What are you doing here!" Diana pointed a finger at Violet.

"Well it seems like a good thing since I saved your precious child from transforming, ingrate. Are you all that incompetant," Violet accused.

"Thank you, Violet, but why would you save my granddaughter from a fate you desperately wish for her?" Verdona questioned, extremely suspicious.

"Well… I…" for once Violet was at a loss for words.

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><p><strong>Ok so now you have to tell me what you think! Good or bad! And i thank all of my reviewers and am so appreciative to all of you loyal readers that read and review every chapter. Remember signed or unsigned leave a review to make me warm and fuzzy! <strong>

**-Me**


	11. Chapter 10

**Ok so it's 10:30 I'm listening to on the floor by j-lo and pitbull and ate leftover lasagna and a bologna sandwich and drank 2 cans of iced tea, which only happens when I'm upset. Leftovers and drinking. Then watching teen spirit after Melissa and joey my fav tv show I saw the commercial for abduction with taylor lautner in it! Hottie *faint* I hate twilight but I love him! Anywhoo it made me feel a little better so I decided to write a bit! Which helps and I take my emotions out in which you will definitely see in this chapter and it was hard to write and you're gonna hate me for it!**

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><p><strong>Chapter 10<strong>

**Narrator's POV**

**Gwen's house**

"Well since I knew you fools couldn't take care of yourselves I thought I should intervene," Violet vaguely replied.

The atmosphere in Gwen's living room was so tense you could cut through it with a knife. Gwen was collapsed on the floor with Violet floating above her. She was No Man's Land with the councilwomen on one side and the teens on the other. All fighting the same battle, all on the same side but still fighting each other first.

The beautiful day outside in the small town of Bellwood held no resemblance to the silent war inside, "Your quote on quote cause is fruitless. The girl will transform, it's only a matter of time. If you want to keep playing these games with her emotions fine but the want will become so strong even putting up a shield will push her over the edge. What are you truly trying to do here Verdona? Cure Anodite disease. Well it isn't something that can be cured or fixed because it is not a disease or broken. If your half-breed is too good to be pure Anodite maybe she should just give up her powers. It would save us a he'll of a lot of time and satisfy the ingrate," Violet went on and on, relentless, and without mercy.

It was the first time the group realized they didn't actually have a concrete plan and couldn't go on like this forever. The fact that they were fighting a losing war, hurt. Running out of time.

When the world fights for peace what do you expect?

"She's right. We are getting nowhere and obviously this is getting harder for Gwen..." Verdona began.

"So that's it? Your just gonna give up," he didn't scream. He held little question in his voice, it was a statement. Kevin simply sounded defeated.

"There's no hope Kevin. It's a lost cause," Lisa cut in.

"There will always be a chance as long as there's one man foolish enough to pursue it," Ben said in a small broken voice.

"No. Our services can no longer be of service here. We shall leave and take Gwen with us," Diana said harshly, then realizing her mistake she quickly added, "Sorry guys."

"No," Isabella stepped forward, "I have stayed very quite as of late. But do not mistake it for lack of interest. I was merely watching the situation in a detached manor and from every angle," the air of authority in her voice was intimidating, daring anyone to challenge her words, "As Ben implied, we have but a fool's chance to succeed. We need to explore more of things on culture and half-bred children. We will stay and we will fight. We will have to double our slack efforts and have one-on-one time with Gwen everyday. None of you will mention the severity of this conversation to her. Violet you need to leave,"

"No I will stand my ground here with or without permission," she sneered the word, her face contorting in hatred and disgust, "We will also implement your plans. Any problems Diana?"

Diana harrumphed at being out-maneuvered, "Fine. I will keep my eyes on you,"

"And I you,"

"Great. Everybody's got their eyes on each other. Now can you move so I can take Gwen to her room to lie down," Kevin tentatively asks. The teens were completely shaken by the argument the adults just finished.

"Let me help," Marc reached out a hand of friendship. He threw up his white flag.

Kevin merely barred his path from Gwen, picked her up bridal style, and grunted in his general direction in response. Not only had he slapped the hand but also burned the flag.

Ben didn't react but followed his best friend to his beloved and drifting cousin's room. The two teens left downstairs were too aggravated to speak and simply followed the trio upstairs.

"So what is you're problem? Both of you couldn't be more idiotic," Annie opened the argument. Kevin was laying Gwen down on her bed in her ever clean room. He cast one long angry glance at her than turned his attention back to the love of his life.

"You know what! I've had enough of both of you. It's hero time." Ben screamed. Right as Ben was about to smack his fist down onto the watch his hand was stopped and he looked up to see his assailant. Ben saw Kevin holding his wrist, "You're not serious! You're taking their side over mine! Just let me take out a little aggression on them,"

"That's my thing. Also they would kick your ass. You know the only reason Gwen doesn't take us down is she doesn't want to hurt us and she can't even use a quarter of her power. Gwen would kill us if we started a fight with them and you know it," Kevin said, "First priority is Gwen. Get all the stuff from last time and we'll talk about this later,"

"He's right know let's go," Marc reinforced.

As they left the room a groggy Gwen made it know that she was awake, "Thanks Kevin, that was the right thing to do. I'm proud of you," she slurred, "Call them back."

"What, why?" Kevin asked.

"I need to talk to them," Gwen evaded the details.

"Just let them get the stuff," Kevin said.

"No just call them back Kevin," Gwen said slightly agitated.

Kevin goes to the stairs and calls back the teens.

"What do you need Gwen?" Marc and Annie asked simultaneously.

Ben scoffed and Gwen merely gave him a look. He didn't know them like she did, "Help me recover,"

"We were getting the stuff," Marc silently begged she wasn't thinking what he thought she was thinking.

"You know what I'm talking about. Let's go in the backyard," Gwen replied coldly.

"You know there are risks with that," Annie decided playing dumb was a lost cause.

"I don't care I am so done with this," Gwen snapped.

"Alright but be careful," Marc warned, "This is dangerous and could undo all of what we've been working for,"

"You done?" Gwen monotoned.

She stormed out of the room. The rest of the group made there way out to the backyard. Ben sent a confused look to Kevin, he was just as confused obviously having yet another thing in the new life of Gwen.

"Ok assuming you still want to go through with this I need you to meditate for a few minutes first," Marc instructed a little reluctantly.

"Gwen, I really really want to discourage this," Annie said, "I'm concerned that so soon after an episode you won't be able to handle this,"

"I'm done being confused," Ben said.

"Bored with your life Ben," Gwen insinuated.

They all sat stunned at Gwen's outburst. It was cruel and held no joking tone, "Calm down. I just want to know what's going on. I'm worried,"

"Gwen is going to absorb the mana around her. She will be totally refreshed afterward but at the risk of absorbing too much and losing control," Annie explained.

"Gwen this is way to dangerous," Ben said.

Gwen ignored her well-meaning cousin and meditated, "What now?"

"Imagine taking all the power, being a sponge or magnet to power," Annie started.

"Fine," Gwen started to levitate and absorb the mana.

"Gwen STOP," Annie screamed, "Do you ever ride a bike without learning how to brake!" Gwen was gaining energy, fast, with no sign of slowing. Marc stood behind her and wrapped her in a mana energy field. Gwen yelled and stopped absorbing with her eyes glowing.

"Leave me ALONE," Gwen screeched and threw the largest most powerful mana bolt at Annie and hit her right on.

"GWEN!" Marc screamed, "HOW COULD YOU!" He ran to Annie's unconscious body.

"Gwen," Kevin said, "just stop."

Gwen stopped what she was doing, floated back down, her eyes stopped glowing and surveyed what happened, and she gasped.

"I'm so… I… sorry," Gwen said her eyes filling with tears, "I have to… I… I've gotta go," so Gwen ran.

Ben made to run after her, "Don't," Kevin said, "She needs to figure this one out by herself."

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><p><strong>Wow that was intense. CLIFFHANGER R&amp;R<strong>

**Told you that you guys would hate me afterwards, well this is it until next time. Nothing else this time.**

**LIES**

**This chapter is too short but I wanted to trick you into thinking I left you on that cliffhanger. Don't worry your still not gonna be happy with me by the end of this chapter.**

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><p>"I can't believe she did that," Ben said still in awe from Gwen's performance.<p>

"It wasn't her, Ben," Annie defended, "It was the power. We're losing guys,"

"We have to talk to Verdona and see what can be done, immediately. We can't give up," Marc fumed, "This isn't right. What are they doing over there. Sitting and sipping tea."

"Be calm Marc. We'll go see them right after this," Annie calmly instructed, "Meanwhile you guys have to go find Gwen. If she is in trouble well she won't last long on her own. She might have been able to take care of her self before but know? You have to find her. And guys, if… I mean when you find her tell her I'm not mad or hurt. I understand,"

"We will," Ben replied simply.

Annie nodded hesitantly and left with Marc. The boys watched them go and then wordlessly walked out the door to Kevin's car. Each was lost in their own thoughts.

"How are we gonna track her? I tried her badge and it's in her room," Ben announced braking the tense and strained silence.

"Beats me," Kevin said gruffly.

"Well then what? Just search the whole town 'till we find her? She could be anywhere," Ben said getting agitated.

"What do you want me to do, Einstein?" Kevin snapped.

"I want you to cut out the intense 'tude. I didn't cause this you know," Ben sighed. Arguing with Kevin when he is in this state, Ben realized a long time ago, was pointless. The only person who can break through to him now is the very person they are trying to find.

"Shut up, Tennyson," Kevin replied.

"Ok enough already. You're not the only one that has lost Gwen," Ben explained, "Just think, has she ever told you anything that could hint at where she could be right now,"

Kevin's face suddenly lit up, "You said that she left her badge at home?"

"Yeah… So does that mean you know where Gwen is?" Ben wondered, Kevin's mysterious knowing side quickly getting on Ben's bad side.

"We've gotta go back, fast," Kevin quickly made a sharp and illegal u-turn and sped off in the direction of Gwen's house.

Narrator's POV

"Now that I have some of her power and more is gone she is weakening," the Anodite said, "She won't have control much longer. She has just hit her beloved helper and is now alone. In a matter of minutes Verdona will come across the only way to help only the most important part won't be there," Maniacal laughter emanated throughout the warehouse, "The end for high and mighty Verdona is sooner than she could imagine and cutting Gwen out of the picture is just too much fun,"

Gwen

Narrator's POV

_This is it. I did what I promised myself I would never do. I hurt someone I cared about. This obviously isn't working. Times up._ Gwen's thoughts were reeling as she entered the last corridor until she came to the door she needed to enter. After a slight moment of hesitation she entered.

"Ah, Gwendolyn how nice of you to pay us old bitty's a visit," Verdona jeered, "What can we help you with," Verdona then sobered seeing the look on Gwen's face, "Every time I see you I feel like I'm asking you what happened?"

"I lost control. Not fully but I was absorbing mana to gain strength and Annie stopped me before I could absorb to much so I hit her full blast with mana and she fainted," Gwen emotionlessly relayed the information, she promised herself to stay strong and not cry, "I promised myself I would never be a threat to my friends. We obviously aren't getting anywhere with something to stop this,"

The women in the enormous library all stopped what they were doing realizing what the young women was implying. They were surrounded with what looked like 1000-year-old books. Also the women looked as though they hadn't moved from those spots for hours.

"You doubt our efforts, Princess," Lisa accused, but her voice held mild interest and no offense.

"No, we're just out of time," Gwen harshly barked, a growl starting in her throat.

"As it is Princess," Isabella said, "Violet has found an intense process that is ages old but might just help you,"

"Oh no," Violet gasped, suddenly her surprise turned into intense anger as she shouted, "Where is Diana!"

"Violet, what happened?" Verdona asked.

"I was just looking at this intricate procedure and found that the third page was missing!" Violet bellowed.

Verdona visibly saddened, "These books are extremely old, and it probably has been missing for years. No use in searching, many are missing pages,"

"I need to leave," Gwen announced, "If I don't change you at least need to lock me up in some kind of Anodite chamber… on Anodyne,"

Diana burst threw the door, "We all should listen to Gwen's realistic rationality," she commented, "She's right,"

"I think you need to hear our pasts before you make your choice," Isabella ordered, "You know Verdona's past so we will start with Lisa's then go to Diana's then Violet's. Last is mine,"

"When I was younger," Lisa dove into her past as she wanted to get it over with as it obviously troubled her, "my guardians abandoned me. I was left in the street reeking havoc. When you are young you can't control yourself. Your mind is inactive only living on instinct. Your Grandmother's guardians found me and took me in. I don't know where I would be without them,"

"I see but…" Gwen started.

"Gwendolyn," Isabella stopped her, "You will learn a lesson from everybody's story, please just wait,"

"My turn. I was assigned a child, Marc and a co-guardian," she began, Gwen had heard this story and it didn't have a happy ending, but she was interested in hearing her side, "When my partner or as you earthlings closest referral would be Marc's dad passed away I had an emotion attack. An Anodite's powers are affected by their emotions to some extent. My son was almost hurt and so I've closed off some of my emotions after,"

"Have you ever told Marc that?" Gwen asked.

The room was momentarily stunned. For a moment something flashed through Diana's eyes.

"No," Diana answered, "and neither will you,"

"Well I guess it's my turn for some heartbreaking story," Violet's snarky comment rung out, "Well I don't have one. My life was fine. I'm bitter and cynical to some. In my mind I'm just realistic,"

"Then why don't you tell us about it?" Gwen pressed, unimpressed by her evasion.

"Don't press her," Isabella said, "We've tried for years to no avail,"

"So… you're turn?" Gwen said, desperately trying not to hide her deep interest. These women all had mysterious or dark pasts.

"Well, I'm like you Gwendolyn," Isabella started with a softening look towards Gwen, "I was part Anodite and part Human,"

An audible gasp was heard from Gwen, "Was? And I thought Anodite's didn't marry for love especially with a human,"

"My mother was kidnapped and defeated her captor's with a crash landing on earth. She had a power bracelet on her wrist and was defenseless. An earth man then raped her in an alley. She conceived me that day. I was born on earth and lived there until I was 14. My mother broke free for her bracelet and left me alone when I was 5. I don't remember anything after that accept for the hour before my transformation. I was walking in my usual alley. I was scared I just discovered my powers and I was scared. I couldn't do anything without something crazy happening. Then a shady man came into the alley and started looking me over. I was scared but he blocked my exit. I didn't do anything in fright that I was going to use my powers. He started to talk to me and tell me how pretty I was. The more he spoke the more afraid I got. He kept coming closer then I realized he was going to rape me as like what happened to my mother. I had this intense hate for this man. I didn't know why but he had to die. I didn't want him dead, he needed to die and I needed to cause it. So I got angrier and angrier until I lost control and I killed the man. Then I didn't know where I was what was going on only the strong desire to kill. I ruined home after home and killed many innocent lives. The plumbers found me eventually and took me down. They brought me to Anodyne and the officials of Anodyne explained my case. I was brought up with the best trainers and I was ok. I always had an empty feeling in my chest as if something would forever be missing. I went back to that alleyway as if looking for closer. That's when I found the love of my life. He was my age. The moment he saw me, his face was indescribable. This look of relief and happiness and everything. He started talking a mile a minute going on and on about how much he missed me and loved me. I had no idea who he was, I let him keep going because it felt right. When I told him I had no idea who he was, at first he thought I was joking but then, he saw I was serious. His face fell the most heartbroken face in the world like every happy thing in the world was yanked from right under him. That's when my guardian came and explained to him that I don't remember anything from my old life. He was so upset, so hurt. I told him how much I wanted to remember but I just couldn't. He told me that day that he couldn't see me anymore and ran. Even though I didn't remember him my heart was broken. I looked for him for 3 days. He obviously didn't want to be found. I lost everything and I can't even remember it. We won't let you go through that. I thought that my human body imprisoned my Anodite body but that's not true they share the person. If we can use an spiritual imprisonment spell we can save you,"

Gwen couldn't help herself, she was in tears. The whole room was so silent you could hear a pin drop. No matter how many times those women here that story it feels like the first and has the same amount of impact.

"I'm sorry," Gwen choked out, "but I can't fight anymore. It's just too hard. I don't want to lose my memory but you need to lock me up in Anodyne. I can't be a threat to my friends. The spell is lost and it's to late, one more use of power and I'm done. I want you to tell my friends I want to go. They won't stop fighting otherwise. My last hope might be a girl named Charmcaster, her uncle may have a similar spell. They are a family of sorcerer's. I don't know if they can help but maybe you'll have to find her in Ledgerdomain. Otherwise we need to leave effective immediately,"

"No you have to stay and fight, Gwendolyn," Diana sneered, "Don't run scared,"

"I think her plan is her only choice," Violet countered.

"I've made my choice. I'm scared and I'm weak, just not strong enough. Tell my friends I don't want to see them again and the best thing is a clean brake," Gwen choked back more tears.

"Gwen are… are you sure?" Verdona questioned.

"Like I said, I've made my decision. The only question is do you support me?" Gwen whispered. The women in the room all nodded solemnly, "Thank you. Can we teleport from here? No it's to far. Verdona can you fly me there? Now?" Gwen asked tears streaming freely now.

"Sure, kiddo," Verdona nearly burst into tears herself, "If you're sure. Ladies pack up. Tell the kids it's time to go and give Kevin and Ben Gwen's message," Verdona looked around once more and took Gwen by the hand. The two left and the room dispersed.

Gwen's house

Narrator's POV

"I can't believe it," Annie said, tears streaming in no way trying to hide any of her emotion, "We failed her,"

"Annie, it's not your fault. I should have done more," Marc place one well-aimed punch into the wall and realizing the whole patched it up.

"Marc don't get so upset. Please," Annie whispered.

"Hey Kevin tell me what we're doing already," they heard Ben's obnoxious voice ring out. Annie realized how much she would miss that voice.

"Guys. I need you to stop," the sheer despair in Marc's voice stopped the boys mid-step.

"You found her," Kevin stated, "And it's not good news,"

"No it's not," Annie confirmed.

Both boys visibly blanched jumping to the worst-case scenario, "Tell me, fast. Before my head explodes," Ben keeps down his paranoia without much success.

"Please guys this… this isn't easy," Annie started to sob again. Marc came over and pulled her into a hug soothing her as best he could.

"Say something," Kevin says his voice threatening but at the edge you hear panic in his words as well.

"Gwen left for Anodyne," Marc said with utter defeat in his voice.

"Left," Ben said, "I thought you said left you must've said decided to leave. We'll talk her out of it,"

"She's gone Ben. I'm so sorry," Annie went over to him finally controlling her melt down, "She said she gives up. That she doesn't want to see you guys. A clean brake will be better. She also said if you try to follow her then we should wipe your memories,"

"What," Kevin said in total disbelief, "You're lying! Wait,"

Kevin ran up the stairs. He came back down a moment later with Gwen's plumbers badge in his hands. There was a recorded message. An image of Gwen popped up and started talking.

_Hey Kev. By this time I've given up. I'm sorry but it's over. I refuse to hurt any of you. I knew if I told you or Ben you'd try and talk me out of it. I just can't put you guys in danger. I'm sorry. Please do me one thing and stay a team. Kevin take care of Ben, he needs you. Be good. Also I… I love you Kevin. Don't ever forget that. This is the hardest thing I've ever had to do. Don't follow me please. This is hard enough but it's what I want. Ben? Please be good to Julie and no matter how much of a doofus you are I'm gonna miss you. Tell my family I love them. I can't tell you how much you guys mean to me. This is goodbye. So Goodbye Ben, Goodbye Kevin. Gwen out._

They saw one lone tear run down her cheek. Then the image disappeared.

"She always thought she would have to go. She never believed she could stay," Kevin let no emotion show.

"How…" Ben was out-right crying.

"I… I can't do this," Annie blurted, "She said she might have one hope. A girl named Charmcaster? In a place called Ledgerdomain,"

"What?" Ben said, "You mean she isn't going to change into an Anodite?"

"Not yet," Marc said, "But if we want to save her we need to hurry. She can't hold out much longer. If you guys know where and how to get to Charmcaster we need to go now. We're not supposed to be doing this,"

"Then what the hell are we waiting for," Ben said, "The door to anywhere was destroyed. How do we get there?"

"We're taking the Rustbucket 3," Kevin said, desperately hoping he was hiding his emotions well enough, "We'll figure it out,"

They all walked out with resolve in their steps, just hoping they wouldn't be too late.

Kevin took another look around Gwen's living room, "I love you too, Gwen.

We're coming."

* * *

><p><strong>Wow. A lot more explaining and feelings and ideas and help to come in the next few chapters. We're definitely not done yet.<strong>

**A lot happened in that chapter and I feel like it was really rushed and missing a lot details but I really liked everything that happened. Again I will fill in the majority of the wholes next chapter.**

**Tell me what you think and give me some criticism! Please…**

**R&R!**

**-Me**


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